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: 811-5075

Thrivent Mutual Funds
(Exact name of registrant as specified in charter)

625 Fourth Avenue South
Minneapolis, Minnesota 55415
(Address of principal executive offices) (Zip code)

John C. Bjork, Assistant Secretary
625 Fourth Avenue South
Minneapolis, Minnesota 55415
(Name and address of agent for service)

Registrant's telephone number, including area code: (612) 340-7005
Date of fiscal year end: October 31
Date of reporting period: July 1, 2003 - June 30, 2004

Item 1.   Proxy Voting Record

                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT TECHNOLOGY FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

08/06/03 - A     Acxiom Corp. *ACXM*               005125109                         06/13/03             4,700
                 1      Elect Directors                       For        For
                 1.1    Elect Director Dr. Ann Hayes Die
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director William J. Henderson
                        --- For
                 1.3    Elect Director Charles D. Morgan
                        --- For
                 2      Amend Stock Option Plan               For        Against
                 3      Amend Stock Option Plan               For        Against


09/23/03 - A     Asyst Technologies, Inc. *ASYT*   04648X107                         07/25/03             9,800
                 1      Elect Directors                       For        For
                 1.1    Elect Director Stephen S. Schwartz,
                        Ph.D. --- For
                 1.2    Elect Director P. Jackson Bell ---
                        For
                 1.3    Elect Director Stanley Grubel ---
                        For
                 1.4    Elect Director Robert A. McNamara
                        --- For
                 1.5    Elect Director Anthony E. Santelli
                        --- For
                 1.6    Elect Director Walter W. Wilson ---
                        For
                 1.7    Elect Director Tsuyoshi Kawanishi
                        --- For
                 2      Approve Omnibus Stock Plan            For        Against
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


07/11/03 - A     BEA Systems, Inc. *BEAS*          073325102                         05/27/03            28,300
                 1      Elect Directors                       For        For
                 1.1    Elect Director William T. Coleman
                        III --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Dale Crandall --- For
                 1.3    Elect Director William H. Janeway
                        --- For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For


08/21/03 - A     BMC Software, Inc. *BMC*          055921100                         07/03/03             5,500
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/31/03 - A     Check Point Software              M22465104                         06/23/03             5,500
                 Technologies Inc
                 1      Elect Gil Shwed, Marius Nacht,        For        For
                        David Rubner, Alex Serge Vieux, and
                        Dr. Tal Shavit as Directors
                 2      Elect Irwin Federman and Ray          For        For
                        Rothrock as External Directors
                 3      Authorization for Chairman of the     For        For
                        Board to Serve as Chairman of the
                        Board and Cheif Executive Officer
                 4      Accept Financial Statements for the   For        For
                        Year Ended December 31, 2002
                 5      Approve Kost Forer & Gabbay as        For        For
                        Auditors and Authorize Board to Fix
                        Their Remuneration
                 6      Approve Options to Purchase Two       For        Against
                        Million Shares to Gil Shwed,
                        Director and Officer, and One
                        Million Shares to Marius Nacht,
                        Director and Officer


08/27/03 - A     Computer Associates               204912109                         07/02/03            19,900
                 International, Inc. *CA*
                 1      Elect Directors                       For        For
                 2      Approve Non-Employee Director         For        For
                        Omnibus Stock Plan
                 3      Ratify Auditors                       For        For


08/11/03 - A     Computer Sciences Corporation     205363104                         06/13/03             4,400
                 *CSC*
                 1      Elect Directors                       For        For


07/18/03 - A     Dell Inc. *DELL*                  247025109                         05/23/03            53,000
                 1      Elect Directors                       For        For
                 2      Declassify the Board of Directors     For        Against
                 3      Change Company Name                   For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan


07/31/03 - A     Electronic Arts, Inc. *ERTS*      285512109                         06/04/03             3,100
                 1      Elect Directors                       For        For
                 1.1    Elect Director M. Richard Asher ---
                        For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director William J. Byron ---
                        For
                 1.3    Elect Director Leonard S. Coleman
                        --- For
                 1.4    Elect Director Gary M. Kusin --- For
                 1.5    Elect Director Gregory B. Maffei
                        --- For
                 1.6    Elect Director Timothy Mott --- For
                 1.7    Elect Director Lawrence F. Probst
                        III --- For
                 1.8    Elect Director Linda J. Srere ---
                        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


09/12/03 - A     Integrated Device Technology,     458118106                         07/21/03             8,200
                 Inc. *IDTI*
                 1      Elect Director Gregory S. Lang        For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        Against


08/28/03 - A     Medtronic, Inc. *MDT*             585055106                         07/03/03             2,800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Richard H. Anderson
                        --- For
                 1.2    Elect Director Michael R.
                        Bonsignore --- For
                 1.3    Elect Director Gordon M. Sprenger
                        --- Withhold
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan


08/15/03 - A     Microchip Technology, Inc.        595017104                         06/20/03             4,900
                 *MCHP*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Steve Sanghi --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Albert J.
                        Hugo-Martinez --- For
                 1.3    Elect Director L.B. Day --- For
                 1.4    Elect Director Matthew W. Chapman
                        --- For
                 1.5    Elect Director Wade F. Meyercord
                        --- For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Employee Stock Purchase Plan    For        For


09/02/03 - A     Network Appliance, Inc. *NTAP*    64120L104                         07/07/03             9,100
                 1      Elect Directors                       For        For
                 1.1    Elect Director Daniel J.
                        Warmenhoven --- For
                 1.2    Elect Director Donald T. Valentine
                        --- For
                 1.3    Elect Director Sanjiv Ahuja --- For
                 1.4    Elect Director Carol A. Bartz ---
                        For
                 1.5    Elect Director Michael R. Hallman
                        --- For
                 1.6    Elect Director Nicholas G. Moore
                        --- For
                 1.7    Elect Director Dr. Sachio Semmoto
                        --- For
                 1.8    Elect Director Robert T. Wall ---
                        For
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For
                 5      Other Business                        For        Against


09/05/03 - A     Pixar, Inc. *PIXR*                725811103                         07/23/03             6,700
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Steve Jobs ---
                        Withhold
                          WITHHOLD   votes  for  failure  to  establish  an
                          independent nominating committee.
                 1.2    Elect Director Dr. Edwin E. Catmull
                        --- Withhold
                          WITHHOLD  votes  for  poor   attendance  and  for
                          failure to  establish an  independent  nominating
                          committee.
                 1.3    Elect Director Skip M. Brittenham
                        --- Withhold
                          WITHHOLD   votes  for  failure  to  establish  an
                          independent nominating committee.
                 1.4    Elect Director Joseph A. Graziano
                        --- For
                 1.5    Elect Director Lawrence B. Levy ---
                        Withhold
                          WITHHOLD  votes  for  standing  as an  affiliated
                          outsider on the Audit Committee,  and for failure
                          to establish an independent nominating committee.
                 1.6    Elect Director Joe Roth --- Withhold
                          WITHHOLD votes for poor attendance.
                 1.7    Elect Director Larry W. Sonsini ---
                        Withhold
                          WITHHOLD  votes  for  poor   attendance  and  for
                          failure to  establish an  independent  nominating
                          committee.
                 1.8    Elect Director John S. Wadsworth,
                        Jr. --- For
                 2      Ratify Auditors                       For        For


08/26/03 - A     QLogic Corp. *QLGC*               747277101                         07/01/03             4,300
                 1      Elect Directors                       For        For
                 1.1    Elect Director H.K. Desai --- For
                 1.2    Elect Director Larry R. Carter ---
                        For
                 1.3    Elect Director James R. Fiebiger
                        --- For
                 1.4    Elect Director Balakrishnan S. Iyer
                        --- For
                 1.5    Elect Director Carol L. Miltner ---
                        For
                 1.6    Elect Director George D. Wells ---
                        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Ratify Auditors                       For        For


08/07/03 - A     Xilinx, Inc. *XLNX*               983919101                         06/09/03             7,400
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For




                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT TECHNOLOGY FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

10/06/03 - S     Boston Scientific Corp. *BSX*     101137107                         08/27/03             3,700
                 1      Increase Authorized Common Stock      For        For


10/29/03 - A     CheckFree Corp. *CKFR*            162813109                         09/08/03             4,500
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                        Shareholder Proposal
                 3      Make Effort to Locate Women and       Against    Abstain
                        Minorities for Board Nomination


11/11/03 - A     Cisco Systems, Inc. *CSCO*        17275R102                         09/12/03           157,900
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposals
                 4      Report on Company Products Used by    Against    Against
                        the Government to Monitor the
                        Internet
                 5      Report on Pay Disparity               Against    Against


12/16/03 - A     Comverse Technology, Inc.         205862402                         10/28/03             6,800
                 *CMVT*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Approve Executive Incentive Bonus     For        For
                        Plan
                 4      Ratify Auditors                       For        For


10/28/03 - S     Concord EFS, Inc. *CE*            206197105                         09/08/03             6,100
                 1      Approve Merger Agreement              For        For


10/28/03 - S     First Data Corp. *FDC*            319963104                         09/08/03            16,100
                 1      Approve Merger Agreement              For        For


11/18/03 - S     Interwoven, Inc. *IWOV*           46114T102                         09/30/03            44,700
                 1      Approve Merger Agreement              For        For
                 2      Approve Reverse Stock Split           For        For


11/06/03 - A     JDS Uniphase Corp. *JDSU*         46612J101                         09/15/03            40,200
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For


11/05/03 - A     KLA-Tencor Corp. *KLAC*           482480100                         09/15/03            10,100
                 1.a    Elect Director H. Raymond Bingham     For        For
                 1.b    Elect Director Robert T. Bond         For        For
                 1.c    Elect Director Richard J. Elkus, Jr.  For        For
                 1.d    Elect Director Michael E. Marks       For        For
                 2      Ratify Auditors                       For        For


11/05/03 - A     Linear Technology Corp. *LLTC*    535678106                         09/08/03             7,700
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Robert H. Swanson,
                        Jr. --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of insider  Robert H.  Swanson,  Jr. We
                          recommend that  shareholders  WITHHOLD votes from
                          Robert H. Swanson,  Jr., for failure to establish
                          an independent nominating committee.
                 1.2    Elect Director David S. Lee --- For
                 1.3    Elect Director Leo T. McCarthy ---
                        For
                 1.4    Elect Director Richard M. Moley ---
                        For
                 1.5    Elect Director Thomas S. Volpe ---
                        For
                 2      Ratify Auditors                       For        For


11/13/03 - A     Maxim Integrated Products, Inc.   57772K101                         09/15/03             7,900
                 *MXIM*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director James R. Bergman ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  John  F.  Gifford,  from  whom  we
                          recommend   shareholders   WITHHOLD   votes   for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director John F. Gifford ---
                        Withhold
                 1.3    Elect Director B. Kipling Hagopian
                        --- For
                 1.4    Elect Director M. D. Sampels --- For
                 1.5    Elect Director A. R. Frank Wazzan
                        --- For
                 2      Amend Stock Option Plan               For        Against
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


11/21/03 - A     Micron Technology, Inc. *MU*      595112103                         09/22/03            15,300
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Stock Option Plan               For        For
                 4      Ratify Auditors                       For        For


11/11/03 - A     Microsoft Corp. *MSFT*            594918104                         09/12/03           133,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William H. Gates,
                        III --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of Jon A.  Shirley.  We recommend  that
                          shareholders  WITHHOLD  votes from Jon A. Shirley
                          for  standing  as an  affiliated  outsider on the
                          Audit Committee.
                 1.2    Elect Director Steven A. Ballmer
                        --- For
                 1.3    Elect Director James I. Cash, Jr.,
                        Ph.D. --- For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Ann McLaughlin
                        Korologos --- For
                 1.6    Elect Director David F. Marquardt
                        --- For
                 1.7    Elect Director Charles H. Noski ---
                        For
                 1.8    Elect Director Dr. Helmut Panke ---
                        For
                 1.9    Elect Director Wm. G. Reed, Jr. ---
                        For
                 1.10   Elect Director Jon A. Shirley ---
                        Withhold
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Non-Employee Director Stock     For        For
                        Option Plan
                        Shareholder Proposal
                 4      Refrain from Giving Charitable        Against    Against
                        Contributions


10/13/03 - A     Oracle Corp. *ORCL*               68389X105                         08/21/03           122,600
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For
                 4      Amend Non-Employee Director Omnibus   For        For
                        Stock Plan
                        Shareholder Proposal
                 5      Implement China Principles            Against    Against


12/19/03 - S     Wind River Systems, Inc. *WIND*   973149107                         11/21/03            36,600
                 1      Amend Omnibus Stock Plan              For        For





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT TECHNOLOGY FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/02/04 - A     Agilent Technologies Inc. *A*     00846U101                         01/05/04               100
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/09/04 - A     Analog Devices, Inc. *ADI*        032654105                         01/16/04            16,300
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


03/24/04 - A     Applied Materials, Inc. *AMAT*    038222105                         01/30/04            43,700
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For


03/17/04 - A     Hewlett-Packard Co. *HPQ*         428236103                         01/20/04             5,500
                 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
                 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  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.


02/18/04 - A     Lucent Technologies Inc. *LU*     549463107                         12/22/03            20,400
                 1      Elect Directors                       For        For
                 1.1    Elect Director Karl J. Krapek ---
                        For
                 1.2    Elect Director Patricia F. Russo
                        --- For
                 1.3    Elect Director Henry B. Schacht ---
                        For
                 1.4    Elect Director Franklin A. Thomas
                        --- For
                 2      Declassify the Board of Directors     For        Against
                        and Amend Director Removal Provision
                 3      Approve Non-Employee Director         For        For
                        Omnibus Stock Plan
                          The  total  cost of the  company's  plans of 3.28
                          percent  is  within  the  allowable  cap for this
                          company  of  10.90  percent.  Additionally,  this
                          plan expressly forbids repricing.
                 4      Approve Reverse Stock Split           For        For
                          Since there will not be an effective  increase in
                          the   common   stock   authorized   due   to  the
                          proportionate   reduction,   we  recommend   that
                          shareholders consent to this item.
                        Shareholder Proposals
                 5      Submit Severance Agreement            Against    For
                        (Change-in-Control) to Shareholder
                        Vote
                          We  generally  support the  submission  of golden
                          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 other  companies.  We believe
                          that a company's  parachute  provisions should be
                          reasonable   and   not   excessive.           The
                          ceiling  set by the  proponent  at 2.99 times the
                          sum of an  executive's  base  salary and bonus is
                          widely  considered  as  the  standard   threshold
                          level of  severance  remuneration  for  corporate
                          executives.  Moreover,  as stated by the company,
                          its current  severance  agreements  are below the
                          standard  threshold  level. As such, the adoption
                          of the proposed  policy would have minimum impact
                          on  the  company   currently   but  ensures  good
                          corporate   governance   for  future   employment
                          contracts. Therefore, we support this proposal.
                 6      Prohibit Awards to Executives         Against    Against
                          We believe that top five  compensation  should be
                          linked  to  the  company's  performance.  If  the
                          company   has   met  or   exceeded   the   target
                          performance    level,    executives   should   be
                          remunerated for their efforts.  Discontinuing all
                          rights,  options or SARs  under an expired  stock
                          plan does not resolve the disconnect  between pay
                          and performance.  In fact, companies can continue
                          to  grant  rights,   options  or  SARs  under  an
                          existing plan. Therefore,  we do not support this
                          proposal.


03/25/04 - A     Nokia Corp.                       654902204                         01/30/04            24,100
                        Meeting for Holders of ADRs
                 1      APPROVAL OF THE INCOME STATEMENTS     For        For
                        AND THE BALANCE SHEETS.
                 2      APPROVAL OF A DIVIDEND OF EUR 0.30    For        For
                        PER SHARE.
                 3      APPROVAL OF THE DISCHARGE OF THE      For        For
                        CHAIRMAN, THE MEMBERS OF THE BOARD
                        OF DIRECTORS AND THE PRESIDENT FROM
                        LIABILITY.
                 4      Elect Directors                       For        For
                 5      Ratify Auditors                       For        For
                 6      APPROVAL OF THE PROPOSAL OF THE       For        For
                        BOARD TO REDUCE THE SHARE CAPITAL
                        THROUGH CANCELLATION OF NOKIA
                        SHARES HELD BY THE COMPANY
                 7      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO INCREASE THE SHARE
                        CAPITAL OF THE COMPANY.
                 8      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO REPURCHASE NOKIA
                        SHARES.
                 9      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO DISPOSE NOKIA SHARES
                        HELD BY THE COMPANY.
                 10     APPROVAL OF THE PROPOSAL OF THE       For        For
                        BOARD TO INCREASE THE CAPITAL OF
                        THE FOUNDATION OF NOKIA CORPORATION.
                 11     MARK THE FOR BOX IF YOU WISH TO       None       Against
                        INSTRUCT THE DEPOSITARY TO GIVE A
                        PROXY TO ANY ONE OF MARIANNA
                        UOTINEN-TARKOMA, ESA KAUNISTOLA,
                        BOTH LEGAL COUNSELS OF NOKIA
                        CORPORATION, TO AUTHORIZE ANY OF
                        THEM (WITH FULL POWER OF
                        SUBSTITUTION) TO VOTE, IN THEIR
                        DISCR


03/03/04 - A     Parametric Technology Corp.       699173100                         01/09/04            42,300
                 *PMTC*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


03/02/04 - A     QUALCOMM Inc. *QCOM*              747525103                         01/02/04               300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Adelia A. Coffman
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Adelia  A.
                          Coffman. We recommend that shareholders  WITHHOLD
                          votes from Adelia A.  Coffman for  standing as an
                          affiliated    outsider    on   the    Audit   and
                          Compensation committees.
                 1.2    Elect Director Raymond V. Dittamore
                        --- For
                 1.3    Elect Director Irwin Mark Jacobs
                        --- For
                 1.4    Elect Director Richard Sulpizio ---
                        For
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For
                 4      Declassify the Board of Directors     Against    For





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT TECHNOLOGY FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

04/29/04 - A     Active Power, Inc. *ACPW*        00504W100                          02/13/04            43,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard E. Anderson
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Richard  E.
                          Anderson.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Richard E.  Anderson  for
                          standing as an affiliated  outsider on the Audit
                          Committee   and  for  failure  to  establish  an
                          independent nominating committee.
                 1.2   Elect Director Rodney S. Bond ---
                       For
                 1.3   Elect Director Benjamin L. Scott
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Adobe Systems Inc. *ADBE*        00724F101                          03/03/04             3,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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.
                 4     Adopt a Plocy that will Committ       Against    For                    ShrHoldr
                       Executives to Hold a Significant
                       Percentage of their Shares
                          In  this  case,  although  the  company  has the
                          holding period  requirement of 25 percent of the
                          net  shares  for two  years,  it does not appear
                          that the executives have significant  holding of
                          outright  shares.  Per the company's 2004 proxy,
                          most of executives'  beneficial  stock ownership
                          is in the form of options.
                 5     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Amazon.com, Inc. *AMZN*          023135106                          03/29/04             3,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeffrey P. Bezos ---
                       For
                 1.2   Elect Director Tom A. Alberg --- For
                 1.3   Elect Director L. John Doerr --- For
                 1.4   Elect Director William B. Gordon
                       --- For
                 1.5   Elect Director Myrtle S. Potter ---
                       For
                 1.6   Elect Director Thomas O. Ryder ---
                       For
                 1.7   Elect Director Patricia Q.
                       Stonesifer --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          In this case,  we note that in 2002 the  company
                          switched  to a  restricted  stock unit  program,
                          with   awards   issued   under  the  1997  Stock
                          Incentive  Plan. Such awards are to serve as the
                          primary   vehicle   for   employee   stock-based
                          compensation.  Management states that, under the
                          program,   the  committee   has   discretion  in
                          determining   the  criteria  for  the  granting,
                          vesting,   or  forfeiture  of  restricted  stock
                          units,  which may include  performance  goals or
                          may  be  based  on   other   factors,   such  as
                          continued  employment.  While we support certain
                          features  of  the   restricted   stock proposal,
                          such  as  granting   restricted  stock  based on
                          achievement of performance criteria and benchmarks,
                          we  believe  the  proposal is restrictive  given
                          the fact  that the proponent asks for a complete
                          substitution  of  options with restricted stock.


06/10/04 - A     American Power Conversion        029066107                          04/14/04             5,500
                 Corp. *APCC*
                 1     Fix Number of Directors               For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Rodger B. Dowdell,
                       Jr. --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Rodger B. Dowdell,  Jr.,
                          Emanuel E.  Landsman and Neil E.  Rasmussen  and
                          affiliated  outsider Ervin F. Lyon. We recommend
                          that shareholders  WITHHOLD votes from Rodger B.
                          Dowdell,  Jr.,  Emanuel E.  Landsman and Neil E.
                          Rasmussen  for  failure to  establish a majority
                          independent   board.   We  also  recommend  that
                          shareholders  WITHHOLD  votes from Ervin F. Lyon
                          for  standing as an  affiliated  outsider on the
                          Audit,  Compensation  and Nominating  committees
                          and  for   failure  to   establish   a  majority
                          independent board.
                 2.2   Elect Director Emanuel E. Landsman
                       --- Withhold
                 2.3   Elect Director Neil E. Rasmussen
                       --- Withhold
                 2.4   Elect Director Ervin F. Lyon ---
                       Withhold
                 2.5   Elect Director James D. Gerson ---
                       For
                 2.6   Elect Director John G. Kassakian
                       --- For
                 2.7   Elect Director John F. Keane, Sr.
                       --- For
                 2.8   Elect Director Ellen B. Richstone
                       --- For
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Apple Computer, Inc. *AAPL*      037833100                          02/24/04            25,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr


05/19/04 - A     Ask Jeeves, Inc. *ASKJ*          045174109                          03/26/04             4,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director A. George (skip)
                       Battle --- For
                          We recommend a vote FOR the  directors  with the
                          exception   of   affiliated   outsider   Garrett
                          Gruener.    We   recommend   that   shareholders
                          WITHHOLD   votes  from   Garrett   Gruener   for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director Steven Berkowitz ---
                       For
                 1.3   Elect Director Garrett Gruener ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


06/17/04 - A     Autodesk, Inc. *ADSK*            052769106                          05/05/04            14,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Policy Regarding Equity-Based   Against    For                    ShrHoldr
                       Compensation for Executives
                          Given that the  company  does not  maintain  any
                          mechanisms  that promote the long-term value for
                          shareholders,  we believe  that support for this
                          non-binding  proposal  sends a strong message to
                          the  board  to  require  executives  to  have  a
                          long-term  stake  in  the  company.   Therefore,
                          executives   are   committed   to  promote   the
                          long-term value for shareholders.


05/26/04 - A     Avid Technology, Inc. *AVID*     05367P100                          03/31/04             2,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Baxter International Inc.        071813109                          03/05/04             4,900
                 *BAX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provide for Cumulative Voting         Against    Against                ShrHoldr


06/11/04 - A     BEA Systems, Inc. *BEAS*         073325102                          04/30/04            37,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dean O. Morton ---
                       Withhold
                          We   recommend  a  vote  FOR  George  Reyes  but
                          WITHHOLD  votes from  independent  outsider Dean
                          O.  Morton.   We  recommend  that   shareholders
                          WITHHOLD votes from Audit Committee  member Dean
                          O. Morton for paying excessive non-audit fees.
                 1.2   Elect Director George Reyes --- For
                 2     Ratify Auditors                       For        Against                Mgmt
                          In this  case,  75.67  percent of the total fees
                          paid  to  the   auditor   is   attributable   to
                          non-audit  work.  This notably  disproportionate
                          fee arrangement could  significantly  impair the
                          auditor's independence.


05/04/04 - A     Bristol-Myers Squibb Co. *BMY*   110122108                          03/08/04             5,700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Peter R. Dolan ---
                       For
                 1.2   Elect Director Louis V. Gerstner,
                       Jr. --- For
                 1.3   Elect Director Leif Johansson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 4     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       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.


05/20/04 - A     CDW Corp. *CDWC*                 12512N105                          04/01/04             5,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michelle L. Collins
                       --- For
                 1.2   Elect Director Casey G. Cowell ---
                       For
                 1.3   Elect Director John A. Edwardson
                       --- For
                 1.4   Elect Director Daniel S. Goldin ---
                       For
                 1.5   Elect Director Donald P. Jacobs ---
                       For
                 1.6   Elect Director Michael P. Krasny
                       --- For
                 1.7   Elect Director Terry L. Lengfelder
                       --- For
                 1.8   Elect Director Susan D. Wellington
                       --- For
                 1.9   Elect Director Brian E. Williams
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director         For        Against                Mgmt
                       Omnibus Stock Plan
                          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 11.53  percent is above the allowable cap for
                          this company of 10.16 percent.


06/23/04 - A/S   Cognos Inc. *CSN.*               19244C109                          04/26/04             7,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Ernst & Young LLP as Auditors  For        For                    Mgmt
                 3     Amend 2003 - 2008 Stock Option Plan   For        For                    Mgmt
                 4     Eliminate Class of Preferred Stock    For        For                    Mgmt


06/15/04 - A     Comverse Technology, Inc.        205862402                          04/27/04            21,100
                 *CMVT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     DST Systems, Inc. *DST*          233326107                          03/12/04             3,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director A. Edward Allinson
                       --- Withhold
                          We  recommend  a vote FOR  Michael  G. Fitt with
                          the exception of  affiliated  outsider A. Edward
                          Allinson.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  A.  Edward  Allinson  for
                          standing as an affiliated  outsider on the Audit
                          and Nominating committees.
                 1.2   Elect Director Michael G. Fitt ---
                       For
                 2     Increase Authorized Common Stock      For        For                    Mgmt


06/24/04 - A     eBay Inc. *EBAY*                 278642103                          04/26/04            15,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Philippe Bourguignon
                       --- For
                 1.2   Elect Director Thomas J. Tierney
                       --- For
                 1.3   Elect Director Margaret C. Whitman
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of 890,000,000 shares is
                          below the allowable  threshold of  1,395,000,000
                          shares.  However,  the  company  stated  that it
                          could use the additional  shares of common stock
                          to oppose a hostile  takeover  attempt  or delay
                          or prevent  changes  in  control or  management.
                          For  instance,   without   further   shareholder
                          approval,  the  company  could  adopt a  "poison
                          pill" that would,  under  certain  circumstances
                          related  to an  acquisition  of shares  that the
                          company did not approve,  give  certain  holders
                          the  right  to  acquire   additional  shares  of
                          common stock at a low price.  The company  could
                          strategically  sell shares of common  stock in a
                          private  transaction  to  purchasers  who  would
                          oppose a takeover  or favor the  current  board.
                          Since  the  additional  shares  may  be used for
                          management entrenchment purposes,  we recommend
                          voting AGAINST this proposal.
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Expense Stock Options                 Against    For                    ShrHoldr
                          We  support  the  general  principle  motivating
                          this  non-binding   proposal.  In  the  wake  of
                          financial   reporting   problems  and  excessive
                          executive  compensation  at companies like Enron
                          Corp.,  Worldcom  Inc.,  and Tyco  International
                          Ltd.,   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.   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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.


04/27/04 - A     EDO Corp. *EDO*                  281347104                          03/05/04             5,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan


05/05/04 - A     EMC Corp. *EMC*                  268648102                          03/08/04            65,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


05/19/04 - A     First Data Corp. *FDC*           319963104                          03/22/04            18,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Informatica Corporation *INFA*   45666Q102                          04/05/04            13,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Intel Corp. *INTC*               458140100                          03/22/04            83,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Craig R. Barrett ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent   outsider  D.  James
                          Guzy. We recommend  that  shareholders  WITHHOLD
                          votes  from D.  James  Guzy for  sitting on more
                          than six boards.
                 1.2   Elect Director Charlene Barshefsky
                       --- For
                 1.3   Elect Director E. John P. Browne
                       --- For
                 1.4   Elect Director Andrew S. Grove ---
                       For
                 1.5   Elect Director D. James Guzy ---
                       Withhold
                 1.6   Elect Director Reed E. Hundt --- For
                 1.7   Elect Director Paul S. Otellini ---
                       For
                 1.8   Elect Director David S. Pottruck
                       --- For
                 1.9   Elect Director Jane E. Shaw --- For
                 1.10  Elect Director John L. Thornton ---
                       For
                 1.11  Elect Director David B. Yoffie ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 5     Limit/Prohibit Awards to Executives   Against    For                    ShrHoldr
                          The    company    currently    does    not   use
                          performance-vesting  awards in its  compensation
                          plans  for  senior   executives.   Although  the
                          proponent   in  its   supporting   statement  is
                          critical  of  fixed-price  options,  it does not
                          appear that the proposal  advocates  replacement
                          of  options  with  performance-based  restricted
                          stock.  The  proposal  requests  the the company
                          use performance-vesting  stock in development of
                          future  equity  awards  for  senior  executives.
                          Although  the  company  has   recently   adopted
                          officer   stockholding    guidelines,   a   more
                          rigorous  requirement would be 7x to 10x for the
                          CEO  and  scaled  down  for  other   executives.
                          Therefore,   we  believe   that  this   proposal
                          warrants shareholder support.
                 6     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          In this case, the company uses standard  options
                          for its  long  term  compensation.  It does  not
                          currently    award    or    plans    to    award
                          performance-based    options.    The    proposal
                          requests  for a portion of future  stock  option
                          grants   to  be   performance-based   to  senior
                          executives   and   is   therefore   not   unduly
                          restrictive.  The  company  should  be  able  to
                          identify  appropriate  performance  criteria and
                          clearly  disclose  the  associated   performance
                          goals or hurdle rates to the shareholders.  This
                          would provide  further  discipline and alignment
                          in   award   of   executive    compensation   to
                          shareholders interest.


04/27/04 - A     International Business           459200101                          02/27/04            44,100
                 Machines Corp. *IBM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Cathleen Black ---
                       For
                 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
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 6     Amend Pension and Retirement          Against    Against                ShrHoldr
                       Medical Insurance Plans
                          We   believe   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  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.          We  agree
                          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
                          We  support  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
                          We agree 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
                 11    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 12    Report on Executive Compensation      Against    For                    ShrHoldr
                          While   we   do   not   suggest   that   current
                          compensation   practices   have   the   intended
                          effects   suggested  by  the   shareholder,   we
                          nonetheless   support   this   proposal  as  the
                          additional  reporting will provide  shareholders
                          with  greater   transparency   on   compensation
                          policies.


05/12/04 - A     Intersil Corporation *ISIL*      46069S109                          03/17/04             8,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


04/22/04 - A     Lexmark International, Inc.      529771107                          03/05/04             6,300
                 *LXK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Lockheed Martin Corp. *LMT*      539830109                          03/01/04             4,700
                 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
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                 5     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                 6     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts


05/06/04 - A     LSI Logic Corp. *LSI*            502161102                          03/11/04            30,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        Against                Mgmt
                          We generally  approve of plans which: (a) comply
                          with Section 423 of the Internal  Revenue  Code;
                          (b) have a  reasonable  number of  shares  being
                          reserved;   (c)  have  a   reasonable   offering
                          period,  and; (d) place limits on participation.
                          However,  in this case the plan also includes an
                          evergreen  provision which allows the company to
                          annually  reserve 1.15 percent of the  company's
                          outstanding  stock  less the  number  of  shares
                          available  for future  grants.  Because there is
                          no expiration  date  specified for this plan, we
                          are  unable to  determine  the  total  number of
                          shares  which will become  available  for future
                          issuance   and,  as  such,   we  are  unable  to
                          determine   if  the   number  of  shares   being
                          reserved is reasonable.
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Approve/Amend Executive Incentive     For        For                    Mgmt
                       Bonus Plan
                 5     Ratify Auditors                       For        For                    Mgmt


06/16/04 - A     Monster Worldwide, Inc. *MNST*   611742107                          04/26/04             5,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/03/04 - A     Motorola, Inc. *MOT*             620076109                          03/05/04            65,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward Zander --- For
                 1.2   Elect Director H. Laurence Fuller
                       --- For
                 1.3   Elect Director Judy Lewent --- For
                 1.4   Elect Director Walter Massey --- For
                 1.5   Elect Director Nicholas Negroponte
                       --- For
                 1.6   Elect Director Indra Nooyi --- For
                 1.7   Elect Director John Pepper, Jr. ---
                       For
                 1.8   Elect Director Samuel Scott III ---
                       For
                 1.9   Elect Director Douglas Warner III
                       --- For
                 1.10  Elect Director John White --- For
                 1.11  Elect Director Mike Zafirovski ---
                       For
                 2     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  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.
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options  would   effectively   limit  the
                          company's   ability   to  retain   and   attract
                          qualified  management.   This  proposal  is  too
                          restrictive,  and does not  warrant  shareholder
                          approval.


05/27/04 - A     Nextel Communications, Inc.      65332V103                          04/02/04             4,900
                 *NXTL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/18/04 - A     Northrop Grumman Corp. *NOC*     666807102                          03/22/04             3,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr


05/19/04 - A     ON Semiconductor Corporation     682189105                          03/22/04            11,400
                 *ONNN*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J. Daniel McCranie
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  Kevin Burns and Justin
                          T.  Chang.   We  recommend   that   shareholders
                          WITHHOLD  votes from  Kevin  Burns and Justin T.
                          Chang  for  failure  to   establish  a  majority
                          independent board.
                 1.2   Elect Director Kevin Burns ---
                       Withhold
                 1.3   Elect Director Justin T. Chang ---
                       Withhold
                 1.4   Elect Director Emmanuel T.
                       Hernandez --- For
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 22.12
                          percent  is  above  the  allowable  cap for this
                          company of 19.85  percent.  In addition the plan
                          is  amended  to allow  the board to  execute  an
                          option exchange  program at its  discretion.  We
                          would  like to see  the  stock  option  transfer
                          program   put  to   shareholder   vote  so  that
                          shareholders can evaluate the proposed  exchange
                          on  its  own  merits  and  ensure  that  it is a
                          value-for-value  exchange.  We  do  not  support
                          these plan amendments.
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Certificate of Designation of   For        For                    Mgmt
                       Preferred Stock
                 5     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Pfizer Inc. *PFE*                717081103                          02/27/04            10,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Report on Operational Impact of       Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                 5     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Establish Term Limits for Directors   Against    Against                ShrHoldr
                 8     Report on Drug Pricing                Against    Against                ShrHoldr
                 9     Limit Awards to Executives            Against    Against                ShrHoldr
                 10    Amend Animal Testing Policy           Against    Against                ShrHoldr


05/14/04 - A     PMC-Sierra, Inc. *PMCS*          69344F106                          03/15/04             1,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert Bailey --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  James Diller.
                          We recommend  that  shareholders  WITHHOLD votes
                          from James Diller for standing as an  affiliated
                          outsider  on  the  Compensation  and  Nominating
                          committees.
                 1.2   Elect Director Alexandre Balkanski
                       --- For
                 1.3   Elect Director Richard Belluzzo ---
                       For
                 1.4   Elect Director James Diller ---
                       Withhold
                 1.5   Elect Director Jonathan Judge ---
                       For
                 1.6   Elect Director William Kurtz --- For
                 1.7   Elect Director Frank Marshall ---
                       For
                 1.8   Elect Director Lewis Wilks --- For
                 2     Ratify Auditors                       For        For                    Mgmt


06/30/04 - A     Protein Design Labs, Inc.        74369L103                          05/20/04             8,500
                 *PDLI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          Although    the   plan    expressly    prohibits
                          repricing,  the total cost of the company's plan
                          is 14.04  percent,  which is above the allowable
                          cap for this company of 12.51 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Sap Ag                           803054204                          03/30/04             9,500
                       Meeting for Holders of ADRs
                 1     RESOLUTION ON THE APPROPRIATION OF    For        For                    Mgmt
                       THE RETAINED EARNINGS OF THE FISCAL
                       YEAR 2003
                 2     RESOLUTION ON THE FORMAL APPROVAL     For        For                    Mgmt
                       OF THE ACTS OF THE EXECUTIVE BOARD
                       IN THE FISCAL YEAR 2003
                 3     RESOLUTION ON THE FORMAL APPROVAL     For        For                    Mgmt
                       OF THE ACTS OF THE SUPERVISORY
                       BOARD IN THE FISCAL YEAR 2003
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     RESOLUTION ON ADJUSTMENTS TO          For        For                    Mgmt
                       SECTION 4 OF THE ARTICLES OF
                       ASSOCIATION
                 6     RESOLUTION ON THE AUTHORIZATION TO    For        For                    Mgmt
                       ACQUIRE AND USE TREASURY SHARES
                 7     RESOLUTION ON THE AUTHORIZATION TO    For        Against                Mgmt
                       USE EQUITY DERIVATIVES IN
                       CONNECTION WITH THE ACQUISITION OF
                       TREASURY SHARES
                          We recommend a vote against this  resolution  on
                          the basis  that it would  allow the board to use
                          a  speculative   financial   instrument  without
                          sufficient safeguards.


06/23/04 - A     Siebel Systems, Inc. *SEBL*      826170102                          04/29/04            14,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Abstain    For                    ShrHoldr
                          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.


04/23/04 - A     STMicroelectronics N.V. *STM*    861012102                          03/11/04             6,108
                       Meeting for Holders of ADRs
                 1     ADOPTION OF THE ANNUAL ACCOUNTS FOR   For        For                    Mgmt
                       THE 2003 FINANCIAL YEAR
                 2     DISCHARGE OF THE SOLE MEMBER OF THE   For        For                    Mgmt
                       MANAGING BOARD
                 3     DISCHARGE OF THE MEMBERS OF THE       For        For                    Mgmt
                       SUPERVISORY BOARD
                 4     ADOPTION OF A DIVIDEND OF $0.12 PER   For        For                    Mgmt
                       COMMON SHARE
                 5     PROPOSAL OF APPOINTMENT OF GERALD     For        For                    Mgmt
                       ARBOLA AS A NEW MEMBER OF THE
                       SUPERVISORY BOARD AND TO COMPLETE
                       THE THREE-YEAR TERM
                 6     PROPOSAL OF APPOINTMENT OF DIDIER     For        For                    Mgmt
                       LOMBARD AS A NEW MEMBER OF THE
                       SUPERVISORY BOARD AND TO COMPLETE
                       THE THREE-YEAR TERM
                 7     APPROVAL OF THE COMPENSATION OF THE   For        For                    Mgmt
                       MEMBERS OF THE SUPERVISORY BOARD
                 8     APPROVAL OF THE NEW EMPLOYEE STOCK    For        For                    Mgmt
                       PURCHASE PLAN
                 9     DELEGATION TO THE SUPERVISORY BOARD   For        Against                Mgmt
                       FOR FIVE YEARS OF THE AUTHORITY TO
                       ISSUE NEW SHARES
                 10    APPROVAL OF THE CHANGE IN THE         For        Against                Mgmt
                       QUORUM FOR THE GENERAL MEETING OF
                       SHAREHOLDERS FROM ONE-THIRD OF THE
                       ISSUED SHARE CAPITAL TO 15% OF THE
                       ISSUED SHARE CAPITAL
                 11    AUTHORIZATION OF THE AMENDMENT OF     For        Against                Mgmt
                       THE ARTICLES OF ASSOCIATION
                       RELATING TO THE ITEMS MENTIONED
                       UNDER RESOLUTION 10
                 12    APPROVAL OF OUR CORPORATE             For        For                    Mgmt
                       GOVERNANCE POLICY


05/20/04 - A     Storage Technology Corp. *STK*   862111200                          04/02/04             9,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/11/04 - A     Taiwan Semiconductor             874039100                          03/15/04             1,300
                 Manufacturing Co.
                       Meeting for Holders of ADRs
                 1     TO ACCEPT 2003 BUSINESS REPORT AND    For        For                    Mgmt
                       FINANCIAL STATEMENTS.
                 2     TO APPROVE THE PROPOSAL FOR           For        For                    Mgmt
                       DISTRIBUTION OF 2003 PROFITS.
                 3     TO APPROVE THE CAPITALIZATION OF      For        For                    Mgmt
                       2003 DIVIDENDS AND EMPLOYEE PROFIT
                       SHARING.


05/12/04 - A     Telik, Inc. *TELK*               87959M109                          03/25/04             5,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Teradyne, Inc. *TER*             880770102                          04/05/04             5,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     Texas Instruments Inc. *TXN*     882508104                          02/17/04             1,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James R. Adams ---
                       For
                 1.2   Elect Director David L. Boren ---
                       For
                 1.3   Elect Director Daniel A. Carp ---
                       For
                 1.4   Elect Director Thomas J. Engibous
                       --- For
                 1.5   Elect Director Gerald W.
                       Fronterhouse --- For
                 1.6   Elect Director David R. Goode ---
                       For
                 1.7   Elect Director Wayne R. Sanders ---
                       For
                 1.8   Elect Director Ruth J. Simmons ---
                       For
                 1.9   Elect Director Richard K. Templeton
                       --- For
                 1.10  Elect Director Christine Todd
                       Whitman --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/21/04 - A     Time Warner Inc *TWX*            887317105                          03/23/04            31,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James L. Barksdale
                       --- For
                 1.2   Elect Director Stephen F.
                       Bollenbach --- For
                 1.3   Elect Director Stephen M. Case ---
                       For
                 1.4   Elect Director Frank J. Caufield
                       --- For
                 1.5   Elect Director Robert C. Clark ---
                       For
                 1.6   Elect Director Miles R. Gilburne
                       --- For
                 1.7   Elect Director Carla A. Hills ---
                       For
                 1.8   Elect Director Reuben Mark --- For
                 1.9   Elect Director Michael A. Miles ---
                       For
                 1.10  Elect Director Kenneth J. Novack
                       --- For
                 1.11  Elect Director Richard D. Parsons
                       --- For
                 1.12  Elect Director R. E. Turner --- For
                 1.13  Elect Director Francis T. Vincent,
                       Jr. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt China Principles                Against    Against                ShrHoldr
                 4     Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Due to  escalating  executive  pay and the  fact
                          that the report  requested  will shed some light
                          on company's  pay  practices  and  policies,  we
                          believe that this proposal warrants  shareholder
                          approval.


05/20/04 - A     Transwitch Corp. *TXCC*          894065101                          03/22/04             1,700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Santanu Das --- For
                 1.2   Elect Director Alfred F. Boschulte
                       --- For
                 1.3   Elect Director Hagen Hultzsch ---
                       For
                 1.4   Elect Director Gerald F. Montry ---
                       For
                 1.5   Elect Director James M. Pagos ---
                       For
                 1.6   Elect Director Albert E. Paladino
                       --- For
                 1.7   Elect Director Erik H. van der Kaay
                       --- 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.


05/27/04 - A     VeriSign Inc *VRSN*              92343E102                          03/29/04            27,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Verizon Communications *VZ*      92343V104                          03/01/04            10,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Require Majority of Independent       Against    Against                ShrHoldr
                       Directors on Board
                          Because  the  company   already   satisfies  our
                          guidelines  on  independence   and  has  already
                          established  a formal  independence  policy that
                          goes  above  and  beyond  our  requirements,  we
                          believe  that  this  proposal  does not  warrant
                          shareholder support.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    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.
                 7     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          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
                          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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          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
                          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.


05/12/04 - A     Vishay Intertechnology, Inc.     928298108                          03/29/04             6,000
                 *VSH*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dr. Felix Zandman
                       --- Withhold
                          We   recommend   a  vote  FOR  Zvi  Grinfas  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          Philippe  Gazeau for  standing as an  affiliated
                          outsider on the Audit  Committee and for failure
                          to establish a majority  independent  board.  We
                          also recommend  WITHHOLDING  votes from insiders
                          Dr.  Felix  Zandman  and  Dr.  Gerald  Paul  for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Philippe Gazeau ---
                       Withhold
                 1.3   Elect Director Zvi Grinfas --- For
                 1.4   Elect Director Dr. Gerald Paul ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Approve Restricted Stock Plan         For        For                    Mgmt


06/09/04 - A     Wind River Systems, Inc.         973149107                          04/21/04            47,655
                 *WIND*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     Yahoo!, Inc. *YHOO*              984332106                          03/25/04            12,600
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Terry S. Semel ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from insiders Terry S. Semel and
                          Jerry Yang,  affiliated  outsider  Eric Hippeau,
                          and   independent   outsiders  Gary  L.  Wilson,
                          Edward R.  Kozel,  Robert A.  Kotick,  Arthur H.
                          Kern,  Ronald W.  Burkle and Roy J.  Bostock for
                          failing  to remove a  dead-hand,  slow-hand,  or
                          similar feature in the company's poison pill.
                 1.2   Elect Director Jerry Yang ---
                       Withhold
                 1.3   Elect Director Roy J. Bostock ---
                       Withhold
                 1.4   Elect Director Ronald W. Burkle ---
                       Withhold
                 1.5   Elect Director Eric Hippeau ---
                       Withhold
                 1.6   Elect Director Arthur H. Kern ---
                       Withhold
                 1.7   Elect Director Robert A. Kotick ---
                       Withhold
                 1.8   Elect Director Edward R. Kozel ---
                       Withhold
                 1.9   Elect Director Gary L. Wilson ---
                       Withhold
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.





                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT PARTNER SMALL CAP VALUE FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

08/06/03 - A     Acxiom Corp. *ACXM*               005125109                         06/13/03            15,200
                 1      Elect Directors                       For        For
                 1.1    Elect Director Dr. Ann Hayes Die
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director William J. Henderson
                        --- For
                 1.3    Elect Director Charles D. Morgan
                        --- For
                 2      Amend Stock Option Plan               For        Against
                 3      Amend Stock Option Plan               For        Against


08/05/03 - A     Alliant Techsystems Inc. *ATK*    018804104                         06/10/03             3,600
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                        Shareholder Proposal
                 3      Report on Space-Based Weapons         Against    Against


07/17/03 - A     Apria Healthcare Group, Inc.      037933108                         05/30/03            11,700
                 *AHG*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Vicente Anido, Jr.
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director I.T. Corley --- For
                 1.3    Elect Director David L. Goldsmith
                        --- For
                 1.4    Elect Director Lawrence M. Higby
                        --- For
                 1.5    Elect Director Richard H. Koppes
                        --- For
                 1.6    Elect Director Philip R. Lochner,
                        Jr. --- For
                 1.7    Elect Director Jeri L. Lose --- For
                 1.8    Elect Director Beverly Benedict
                        Thomas --- For
                 1.9    Elect Director Ralph V. Whitworth
                        --- For
                 2      Approve Omnibus Stock Plan            For        For


09/19/03 - A     Casey's General Stores, Inc.      147528103                         08/01/03            30,600
                 *CASY*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Donald F. Lamberti
                        --- For
                 1.2    Elect Director John G. Harmon ---
                        For
                 1.3    Elect Director Kenneth H. Haynie
                        --- Withhold
                          WITHHOLD   votes  from   Kenneth  H.  Haynie  for
                          standing as an affiliated  outsider on the Audit,
                          Compensation and Nominating committees.
                 1.4    Elect Director John P. Taylor ---
                        For
                 1.5    Elect Director Ronald M. Lamb ---
                        For
                 1.6    Elect Director John R. Fitzgibbon
                        --- For
                 1.7    Elect Director Patricia Clare
                        Sullivan --- For


07/24/03 - A     Consolidated Graphics, Inc.       209341106                         06/09/03            16,800
                 *CGX*
                 1      Elect Directors                       For        For


09/29/03 - A     Fidelity National Financial,      316326107                         08/18/03             7,800
                 Inc. *FNF*
                 1      Increase Authorized Common Stock      For        For
                 2      Elect Directors                       For        For


09/12/03 - A     Integrated Device Technology,     458118106                         07/21/03            12,500
                 Inc. *IDTI*
                 1      Elect Director Gregory S. Lang        For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        Against


07/10/03 - S     Methode Electronics, Inc.         591520200                         06/05/03            18,000
                 *METHA*
                 1      Approve Tender Offer to Purchase      For        For
                        All Outstanding Shares of Class B
                        common Stock


09/17/03 - A     PLATINUM UNDERWRITERS HOLDINGS    G7127P100                         08/01/03            10,300
                 LTD *PTP*
                 1      Elect H. Baldwin, J. Bank, D.         For        For
                        Carmichael, N. Currie, J. Fishman,
                        G. Morrison, S. Newman, and P.
                        Pruitt as Directors
                 2a     Elect G. Morrison as Director of      For        For
                        Platinum Underwriters Bermuda, Ltd.
                 2b     Elect M. Price as Director of         For        For
                        Platinum Underwriters Bermuda, Ltd.
                 2c     Elect W. Robble as Director of        For        For
                        Platinum Underwriters Bermuda, Ltd.
                 3a     Elect G. Morrison as Director of      For        For
                        Platinum Re (UK) Ltd.
                 3b     Elect C. Pettengell as Director of    For        For
                        Platinum Re (UK) Ltd.
                 3c     Elect R. Porter as Director of        For        For
                        Platinum Re (UK) Ltd.
                 4      Approve Section 162(m) Performance    For        For
                        Incentive Plan
                 5      Ratify KPMG as Auditors               For        For




                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT PARTNER SMALL CAP VALUE FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

12/18/03 - S     Allied Waste Industries, Inc.     019589308                         11/03/03            15,700
                 *AW*
                 1      Approve Conversion of Securities      For        For


12/09/03 - S     Bank Of The Ozarks Inc. *OZRK*    063904106                         10/02/03             7,200
                 1      Increase Authorized Common Stock      For        For


10/15/03 - A     Briggs & Stratton Corp. *BGG*     109043109                         08/21/03             3,700
                 1      Elect Directors                       For        For


11/21/03 - A     Donaldson Co., Inc. *DCI*         257651109                         09/26/03             4,100
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Increase Authorized Common Stock      For        For


11/17/03 - A     Ethan Allen Interiors Inc.        297602104                         09/26/03             7,500
                 *ETH*
                 1      Elect Director Frank G. Wisner        For        For
                 2      Ratify Auditors                       For        For


11/24/03 - A     International Rectifier Corp.     460254105                         09/26/03             6,500
                 *IRF*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Omnibus Stock Plan              For        Against
                 4      Ratify Auditors                       For        For


10/20/03 - S     Legato Systems, Inc.              524651106                         09/05/03            15,200
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


11/19/03 - A     Medicis Pharmaceutical Corp.      584690309                         10/10/03             4,200
                 *MRX*
                 1      Elect Directors                       For        Withhold
                 1.1    Elect Director Arthur G. Altschul,
                        Jr. --- Withhold
                          We  recommend  withholding  votes from all of the
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Audit  Committee   members
                          Philip S. Schein,  M.D.  and Arthur G.  Altschul,
                          Jr. for paying excessive non-audit fees.
                 1.2    Elect Director Philip S. Schein,
                        M.D. --- Withhold
                 2      Increase Authorized Common Stock      For        Against
                 3      Ratify Auditors                       For        Against


11/18/03 - A     Moldflow Corp. *MFLO*             608507109                         09/24/03            20,900
                 1      Elect Directors                       For        Withhold
                 1.1    Elect Director Robert P. Schechter
                        --- Withhold
                          We  recommend  withholding  votes from all of the
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Audit   Committee   member
                          Robert  P.   Schechter   for   paying   excessive
                          non-audit  fees and A. Roland  Thomas for failure
                          to establish an independent nominating committee.
                 1.2    Elect Director A. Roland Thomas ---
                        Withhold
                 2      Amend Omnibus Stock Plan              For        Against


10/30/03 - A     Regis Corp. *RGS*                 758932107                         09/19/03             6,300
                 1      Elect Directors                       For        For


12/10/03 - A     Robbins & Myers, Inc. *RBN*       770196103                         10/17/03            20,000
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/07/03 - A     Ruby Tuesday, Inc. *RI*           781182100                         08/12/03             9,900
                 1      Elect Directors                       For        For
                 1.1    Elect Director Dr. Donald Ratajczak
                        --- For
                 1.2    Elect Director Samuel E. Beall, III
                        --- For
                 1.3    Elect Director Claire L. Arnold ---
                        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Impact of Genetically       Against    Against
                        Engineered Foods


12/09/03 - A     Thor Industries, Inc. *THO*       885160101                         10/21/03             7,100
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Neil D. Chrisman ---
                        For
                 1.2    Elect Director Alan Siegel ---
                        Withhold
                          WITHHOLD  votes from Alan Siegel for  standing as
                          an affiliated  outsider on the  Compensation  and
                          Nominating & Corporate Governance committees.
                 1.3    Elect Director Geoffrey A. Thomson
                        --- For
                 2      Increase Authorized Common Stock      For        Against
                 3      Approve Executive Incentive Bonus     For        For
                        Plan


11/17/03 - A     Watson Wyatt & Company Holdings   942712100                         10/03/03            16,200
                 *WW*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Non-Employee Director Omnibus   For        For
                        Stock Plan
                 4      Other Business                        For        Against





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT PARTNER SMALL CAP VALUE FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

01/23/04 - A     ADVO, Inc. *AD*                   007585102                         11/28/03             8,400
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


02/11/04 - A     Atmos Energy Corp. *ATO*          049560105                         12/15/03             2,900
                 1      Elect Directors                       For        For


01/22/04 - A     Digi International Inc. *DGII*    253798102                         12/05/03            21,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Guy C. Jackson ---
                        For
                 1.2    Elect Director Mykola Moroz ---
                        Withhold
                          WITHHOLD  votes from Mykola Moroz for standing as
                          an affiliated outsider on the Audit Committee.
                 2      Ratify Auditors                       For        For


02/02/04 - A     Fair Isaac Inc. *FIC*             303250104                         12/05/03             4,800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director A. George Battle ---
                        For
                          A  substantial  majority of the board members are
                          independent  outsiders,  and key board committees
                          have no insiders or affiliated  outsiders.  While
                          we  commend  the board for  majority  independent
                          and key board  committees,  we are taking  action
                          on  the  employment   inducement  award  plan  as
                          described   below. Employment   Inducement  Award
                          In  November  2003, Fair Isaac announced that its
                          board of directors has approved the 2003 Employment
                          Inducement  Award  Plan.  The plan  reserves  1.5
                          million shares for granting inducement stock options
                          and  other  awards  that  meet  the  "employment
                          inducement  award"  provisions  of  the  NYSE's
                          recently revised listing standards. The employment
                          inducement  awards  will be  administered  by the
                          independent  compensation  committee members. The
                          1.5  million  employment  inducement  shares that
                          have been reserved  represent  3.2% of the common
                          shares  outstanding  as of  record  date.  At the
                          time  of  the  press  release,  the  company  had
                          granted   169,500   stock   options   to  53  new
                          employees in connection  with its  acquisition of
                          the assets of Seurat  Company and its  affiliated
                          companies.        We  support  the  NYSE  listing
                          reforms and  applauds  its efforts to improve the
                          corporate  governance  system.  While we  support
                          the  proposed  set of rules on the whole,  one of
                          our  concerns  is the  exemption  for  inducement
                          grants.  Companies may abuse the inducement grant
                          provision  and also  use it to avoid  shareholder
                          approval.  We believe that companies should grant
                          employment  inducement  awards  sparingly and use
                          it for few specific  identified  individuals.  In
                          this case,  Fair Isaac has  allocated  the number
                          of   employment   inducement   grants   prior  to
                          identifying  the specific  recipients.  Moreover,
                          shareholders    have   not   been   allowed   the
                          opportunity  to weigh in on the  approval  of the
                          plan to reserve these 1.5 million  shares,  which
                          represents a significant  number of the company's
                          common  shares  outstanding  as of  record  date.
                          Therefore, we recommend   withholding votes  from
                          the compensation committee members (Alex W. Hart,
                          Philip G.  Heasley and  Margaret L.  Taylor)  who
                          administer  the  company's   equity   plans.
                          We  recommend a  vote   FOR  all directors except
                          Alex W. Hart, Philip G. Heasley and Margaret L. Taylor.
                 1.2    Elect Director Tony J. Christianson
                        --- For
                 1.3    Elect Director Thomas G. Grudnowski
                        --- For
                 1.4    Elect Director Alex W. Hart ---
                        Withhold
                 1.5    Elect Director Philip G. Heasley
                        --- Withhold
                 1.6    Elect Director Guy R. Henshaw ---
                        For
                 1.7    Elect Director David S.P. Hopkins
                        --- For
                 1.8    Elect Director Margaret L. Taylor
                        --- Withhold
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


02/04/04 - A     Florida Rock Industries, Inc.     341140101                         12/08/03             4,200
                 *FRK*
                 1      Elect Directors                       For        For


02/05/04 - A     Griffon Corp. *GFF*               398433102                         12/26/03             9,800
                 1      Elect Directors                       For        For


03/23/04 - A     IDEX Corp. *IEX*                  45167R104                         02/17/04            15,700
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Paul E. Raether ---
                        Withhold
                          We  recommend  a vote  FOR Neil A.  Springer  and
                          Dennis   K.    Williams.    We   recommend   that
                          shareholders  WITHHOLD votes from Paul E. Raether
                          for  standing  as an  affiliated  outsider on the
                          nominating committee.
                 1.2    Elect Director Neil A. Springer ---
                        For
                 1.3    Elect Director Dennis K. Williams
                        --- For
                 2      Ratify Auditors                       For        For


01/26/04 - S     International Rectifier Corp.     460254105                         12/19/03             4,800
                 *IRF*
                 1      Increase Authorized Common Stock      For        For


02/10/04 - A     Jacobs Engineering Group Inc.     469814107                         01/05/04             6,900
                 *JEC*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


02/05/04 - A     MarineMax, Inc. *HZO*             567908108                         12/19/03             8,600
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/02/04 - A     Mesa Air Group, Inc. *MESA*       590479101                         01/09/04            14,800
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        Against
                 3      Submit Shareholder Rights Plan        Against    For
                        (Poison Pill) to Shareholder Vote
                 4      Ratify Auditors                       For        For


01/08/04 - S     Methode Electronics, Inc.         591520200                         11/18/03            16,400
                 *METH*
                 1      Approve Merger Agreement              For        For


02/17/04 - A     Methode Electronics, Inc.         591520200                         01/09/04            16,700
                 *METH*
                 1      Elect Directors                       For        For


01/06/04 - A     MSC Industrial Direct Co., Inc.   553530106                         12/01/03            15,600
                 *MSM*
                 1      Elect Directors                       For        For
                 2      Amend Restricted Stock Plan           For        For
                 3      Amend Stock Option Plan               For        For
                 4      Amend Stock Option Plan               For        For
                 5      Amend Stock Option Plan               For        For
                 6      Amend Employee Stock Purchase Plan    For        For
                 7      Ratify Auditors                       For        For


02/03/04 - A     Oshkosh Truck Corp. *OSK*         688239201                         12/10/03             3,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director J. William Andersen
                        as Class A Director --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of J. Peter Mosling,  Jr., from whom we
                          recommend   shareholders   WITHHOLD   votes   for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 1.2    Elect Director Robert G. Bohn as
                        Class A Director --- For
                 1.3    Elect Director Frederick M. Franks,
                        Jr. as Class A Director --- For
                 1.4    Elect Director Michael W. Grebe as
                        Class A Director --- For
                 1.5    Elect Director Kathleen J. Hempel
                        as Class A Director --- For
                 1.6    Elect Director J. Peter Mosling,
                        Jr. as Class A Director --- Withhold
                 1.7    Elect Director Stephen P. Mosling
                        as Class A Director --- For
                 1.8    Approve Omnibus Stock Plan            For        For


03/03/04 - A     Parametric Technology Corp.       699173100                         01/09/04            61,100
                 *PMTC*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


02/27/04 - A     Piedmont Natural Gas Co., Inc.    720186105                         01/09/04             6,600
                 *PNY*
                 A.1    Elect Director Jerry W. Amos          For        For
                 A.2    Elect Director D. Hayes Clement       For        For
                 A.3    Elect Director Thomas E. Skains       For        For
                 A.4    Elect Director Frank B. Holding, Jr.  For        For
                 A.5    Elect Director David E. Shi           For        For
                 B      Ratify Auditors                       For        For
                 C      Approve/Amend Executive Incentive     For        For
                        Bonus Plan


02/11/04 - A     Plexus Corp. *PLXS*               729132100                         12/12/03            17,900
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/26/04 - A     Quiksilver, Inc. *ZQK*            74838C106                         02/06/04            22,600
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William M. Barnum,
                        Jr. --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of independent  outsider Franck Riboud,
                          affiliated  outsiders Robert G. Kirby, Charles E.
                          Crowe,  and  insiders  Robert B.  McKnight,  Jr.,
                          Bernard Mariette.  We recommend that shareholders
                          WITHHOLD   votes  from  Franck  Riboud  for  poor
                          attendance,  Robert G. Kirby for  standing  as an
                          affiliated    outsider    on   the    Audit   and
                          Compensation   committees   and  for  failure  to
                          establish  a  majority   independent  board,  and
                          Charles E.  Crowe,  Robert B.  McKnight,  Jr. and
                          Bernard  Mariette  for  failure  to  establish  a
                          majority independent board.
                 1.2    Elect Director Charles E. Crowe ---
                        Withhold
                 1.3    Elect Director Michael H. Gray ---
                        For
                 1.4    Elect Director Robert G. Kirby ---
                        Withhold
                 1.5    Elect Director Bernard Mariette ---
                        Withhold
                 1.6    Elect Director Robert B. McKnight,
                        Jr. --- Withhold
                 1.7    Elect Director Franck Riboud ---
                        Withhold
                 1.8    Elect Director Tom Roach --- For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Approval of the Terms of the          For        For
                        Executive Incentive Plan


02/06/04 - A     Sybron Dental Specialties, Inc.   871142105                         12/17/03            12,300
                 *SYD*
                 1      Elect Directors                       For        For


03/23/04 - A     The Cooper Companies, Inc.        216648402                         02/03/04             9,500
                 *COO*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Amend Omnibus Stock Plan              For        For


03/18/04 - A     Toll Brothers, Inc. *TOL*         889478103                         01/23/04               100
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/29/04 - S     UniSource Energy Corp. *UNS*      909205106                         02/23/04             8,394
                 1      Approve Merger Agreement              For        For


01/13/04 - A     Winnebago Industries, Inc.        974637100                         11/10/03             7,700
                 *WGO*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Joseph W. England
                        --- For
                 1.2    Elect Director Irvin E. Aal --- For
                 2      Approve Omnibus Stock Plan            For        For





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT PARTNER SMALL CAP VALUE FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

05/20/04 - A     Advanced Fibre Communications,   00754A105                          03/23/04             5,600
                 Inc. *AFCI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     ADVANCED MEDICAL OPTICS INC      00763M108                          03/26/04             8,310
                 *AVO*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


06/16/04 - A     Aeropostale, Inc *ARO*           007865108                          04/29/04             9,000
                 1     Classify the Board of Directors       For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/12/04 - A     Alexandria Real Estate           015271109                          03/29/04             5,600
                 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


05/21/04 - A     Allied Waste Industries, Inc.    019589308                          03/31/04            27,300
                 *AW*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Thomas H. Van
                       Weelden --- For
                 1.2   Elect Director Robert M. Agate ---
                       For
                 1.3   Elect Director Leon D. Black --- For
                 1.4   Elect Director James W. Crownover
                       --- For
                 1.5   Elect Director Michael S. Gross ---
                       For
                 1.6   Elect Director Dennis R. Hendrix
                       --- For
                 1.7   Elect Director J. Tomilson Hill ---
                       For
                 1.8   Elect Director Lawrence V. Jackson
                       --- For
                 1.9   Elect Director Nolan Lehmann --- For
                 1.10  Elect Director Howard A. Lipson ---
                       For
                 1.11  Elect Director Antony P. Ressler
                       --- For
                 1.12  Elect Director Warren B. Rudman ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 4     Report on Privatization               Against    Against                ShrHoldr
                          We  believe  that  the  requested  report  would
                          impose  an  unnecessary   cost  to  the  company
                          without  providing  a  corresponding  benefit to
                          shareholders.


05/20/04 - A     AMB Property Corp. *AMB*         00163T109                          03/05/04             3,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     American Power Conversion        029066107                          04/14/04            12,800
                 Corp. *APCC*
                 1     Fix Number of Directors               For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Rodger B. Dowdell,
                       Jr. --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Rodger B. Dowdell,  Jr.,
                          Emanuel E.  Landsman and Neil E.  Rasmussen  and
                          affiliated  outsider Ervin F. Lyon. We recommend
                          that shareholders  WITHHOLD votes from Rodger B.
                          Dowdell,  Jr.,  Emanuel E.  Landsman and Neil E.
                          Rasmussen  for  failure to  establish a majority
                          independent   board.   We  also  recommend  that
                          shareholders  WITHHOLD  votes from Ervin F. Lyon
                          for  standing as an  affiliated  outsider on the
                          Audit,  Compensation  and Nominating  committees
                          and  for   failure  to   establish   a  majority
                          independent board.
                 2.2   Elect Director Emanuel E. Landsman
                       --- Withhold
                 2.3   Elect Director Neil E. Rasmussen
                       --- Withhold
                 2.4   Elect Director Ervin F. Lyon ---
                       Withhold
                 2.5   Elect Director James D. Gerson ---
                       For
                 2.6   Elect Director John G. Kassakian
                       --- For
                 2.7   Elect Director John F. Keane, Sr.
                       --- For
                 2.8   Elect Director Ellen B. Richstone
                       --- For
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Applebee's International, Inc.   037899101                          03/15/04             9,200
                 *APPB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms


04/21/04 - A     Apria Healthcare Group, Inc.     037933108                          03/17/04            10,202
                 *AHG*
                 1     Elect Directors                       For        For                    Mgmt


05/11/04 - A     Argonaut Group, Inc. *AGII*      040157109                          04/05/04            19,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Hector De Leon ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Fayez  S.
                          Sarofim.    We   recommend   that   shareholders
                          WITHHOLD  votes from Fayez S.  Sarofim  for poor
                          attendance.
                 1.2   Elect Director Frank W. Maresh ---
                       For
                 1.3   Elect Director Allan W. Fulkerson
                       --- For
                 1.4   Elect Director David Hartoch --- For
                 1.5   Elect Director John R. Power, Jr.
                       --- For
                 1.6   Elect Director George A. Roberts
                       --- For
                 1.7   Elect Director Fayez S. Sarofim ---
                       Withhold
                 1.8   Elect Director Mark E. Watson III
                       --- For
                 1.9   Elect Director Gary V. Woods --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 6     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/06/04 - A     Artesyn Technologies, Inc.       043127109                          03/08/04             1,200
                 *ATSN*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward S. Croft, III
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Ronald  D.
                          Schmidt.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  Ronald  D.  Schmidt  for
                          standing  as  an  affiliated   outsider  on  the
                          Governance and Nominating Committee.
                 1.2   Elect Director Lawrence J. Matthews
                       --- For
                 1.3   Elect Director Joseph M. O'Donnell
                       --- For
                 1.4   Elect Director Stephen A.
                       Ollendorff --- For
                 1.5   Elect Director Phillip A. O'Reilly
                       --- For
                 1.6   Elect Director Bert Sager --- For
                 1.7   Elect Director A. Eugene Sapp, Jr.
                       --- For
                 1.8   Elect Director Ronald D. Schmidt
                       --- Withhold
                 1.9   Elect Director Lewis Solomon --- For
                 1.10  Elect Director John M. Steel --- For
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


06/17/04 - A     Autodesk, Inc. *ADSK*            052769106                          05/05/04            11,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Policy Regarding Equity-Based   Against    For                    ShrHoldr
                       Compensation for Executives
                          Given that the  company  does not  maintain  any
                          mechanisms  that promote the long-term value for
                          shareholders,  we believe  that support for this
                          non-binding  proposal  sends a strong message to
                          the  board  to  require  executives  to  have  a
                          long-term  stake  in  the  company.   Therefore,
                          executives   are   committed   to  promote   the
                          long-term value for shareholders.


06/10/04 - A     Avocent Corporation *AVCT*       053893103                          04/30/04             7,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Axcelis Technologies Inc         054540109                          03/08/04            15,400
                 *ACLS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gary L. Tooker ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of  affiliated  outsider  Alexander M.
                          Cutler. We recommend that shareholders  WITHHOLD
                          votes from  Alexander  M. Cutler for standing as
                          an    affiliated    outsider   on   the   Audit,
                          Compensation and Nominating committees.
                 1.2   Elect Director Patrick H. Nettles
                       --- For
                 1.3   Elect Director Alexander M. Cutler
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     BOK Financial Corp. *BOKF*       05561Q201                          03/01/04             9,405
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director C. Fred Ball, Jr.
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated   outsider  James  A.
                          Robinson,  independent outsiders Steven E. Moore
                          and  David L.  Kyle,  and  insiders  Stanley  A.
                          Lybarger,  George B.  Kaiser,  V. Burns  Hargis,
                          Robert  G.  Greer,  and C.  Fred  Ball,  Jr.  We
                          recommend that shareholders  WITHHOLD votes from
                          Steven  E.  Moore  and  David  L.  Kyle for poor
                          attendance,  from Stanley A. Lybarger and George
                          B.  Kaiser  for  standing  as  insiders  on  the
                          Compensation   Committee   and  for  failure  to
                          establish an independent  nominating  committee,
                          and from James A.  Robinson  for  standing as an
                          affiliated    outsider   on   the   Compensation
                          Committee   and  for  failure  to  establish  an
                          independent   nominating   committee.   We  also
                          recommend that shareholders  WITHHOLD votes from
                          V. Burns  Hargis,  Robert G. Greer,  and C. Fred
                          Ball,   Jr.   for   failure  to   establish   an
                          independent nominating committee.
                 1.2   Elect Director Sharon J. Bell ---
                       For
                 1.3   Elect Director Joseph E. Cappy ---
                       For
                 1.4   Elect Director Luke R. Corbett ---
                       For
                 1.5   Elect Director William E. Durrett
                       --- For
                 1.6   Elect Director Robert G. Greer ---
                       Withhold
                 1.7   Elect Director David F. Griffin ---
                       For
                 1.8   Elect Director V. Burns Hargis ---
                       Withhold
                 1.9   Elect Director E. Carey Joullian,
                       IV --- For
                 1.10  Elect Director George B. Kaiser ---
                       Withhold
                 1.11  Elect Director Judith Z. Kishner
                       --- For
                 1.12  Elect Director David L. Kyle ---
                       Withhold
                 1.13  Elect Director Robert J. LaFortune
                       --- For
                 1.14  Elect Director Stanley A. Lybarger
                       --- Withhold
                 1.15  Elect Director Steven J. Malcolm
                       --- For
                 1.16  Elect Director Paula
                       Marshall-Chapman --- For
                 1.17  Elect Director Steven E. Moore ---
                       Withhold
                 1.18  Elect Director James A. Robinson
                       --- Withhold
                 1.19  Elect Director L. Francis Rooney,
                       III --- For


04/30/04 - A     Boyd Gaming Corp. *BYD*          103304101                          03/31/04            12,200
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director William S. Boyd ---
                       Withhold
                          We  recommend  a vote FOR  Peter M.  Thomas  and
                          Frederick  J. Schwab and a WITHHOLD  for William
                          S.  Boyd  for   standing  as  an  insider  on  a
                          non-majority independent board.
                 2.2   Elect Director Frederick J. Schwab
                       --- For
                 2.3   Elect Director Peter M. Thomas ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt


04/27/04 - A     Brooks Automation, Inc. *BRKS*   114340102                          03/05/04             2,181
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


04/21/04 - A     Cardinal Financial Corp.         14149F109                          03/08/04               673
                 *CFNL*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director B. G. Beck --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Michael A.
                          Garcia. We recommend that shareholders  WITHHOLD
                          votes   from   Michael   A.   Garcia   for  poor
                          attendance.
                 1.2   Elect Director Michael A. Garcia
                       --- Withhold
                 1.3   Elect Director J. Hamilton Lambert
                       --- For
                 1.4   Elect Director Alice M. Starr ---
                       For
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 7.40 percent is above the  allowable  cap for
                          this company of 5.44 percent.  Additionally,  we
                          note the high  ratio of 90.76  percent  of total
                          grants to named  executives  in the past  fiscal
                          year.
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     CH Energy Group Inc *CHG*        12541M102                          03/01/04             5,769
                 1     Elect Directors                       For        For                    Mgmt


05/06/04 - A     Church & Dwight Co., Inc.        171340102                          03/12/04            10,100
                 *CHD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     CIMAREX ENERGY CO *XEC*          171798101                          03/26/04            15,500
                 1     Elect Directors                       For        For                    Mgmt


04/22/04 - A     CIRCOR International, Inc.       17273K109                          03/05/04            24,800
                 *CIR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Community Health Systems, Inc.   203668108                          03/31/04             8,800
                 *CYH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/18/04 - A     CONMED Corp. *CNMD*              207410101                          03/31/04            11,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/04/04 - A     Cooper Tire & Rubber Co. *CTB*   216831107                          03/09/04            17,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Arthur H. Aronson
                       --- For
                 1.2   Elect Director Thomas A. Dattilo
                       --- For
                 1.3   Elect Director Byron O. Pond --- For
                 2     Ratify Auditors                       Against    For                    ShrHoldr
                          This  proposal  would not effect  the  company's
                          ability to select its auditor,  but rather would
                          allow  shareholders  the  right to ratify or not
                          ratify  that  choice.  We note that the  company
                          has not,  in the past,  put the  auditor  up for
                          ratification.  We also note  that the  non-audit
                          related fees paid to Ernst & Young,  in the past
                          fiscal  year  represented  47.07  percent of the
                          total  fees  paid to that  firm.  The  company's
                          Audit   Committee   has   established  a  policy
                          regarding   pre-approval   of  all   audit   and
                          non-audit  services  expected to be performed by
                          Ernst  &  Young.          Before  the  corporate
                          accounting-related  scandals  of  the  past  two
                          years,  ratification  of auditors was  generally
                          viewed as a routine  agenda  item. A vote for an
                          auditor by  shareholders  is  confirmation  that
                          the  auditor  has   objectively   reviewed   the
                          company's  financial  statements  for compliance
                          with generally accepted  accounting  principles.
                          Due  to  the   recent   SEC  rules  on   auditor
                          independence and increased  shareholder scrutiny
                          on  this   issue,   however,   ratification   of
                          auditors  has turned  into a more  controversial
                          agenda   item.   As  such,   we   believe   that
                          shareholders  should  have  the  opportunity  to
                          assess the auditor's  general  performance,  the
                          audit  and  non-audit  related  fees paid by the
                          company,     and    the    auditor's     overall
                          independence.  Therefore,  we  recommend  a vote
                          for this proposal.


04/21/04 - A     Corus Bankshares, Inc. *CORS*    220873103                          02/23/04             9,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Joseph C. Glickman
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of Michael J.  Mcclure and Steven D.
                          Fifield.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Michael  J.  Mcclure  for
                          standing as an affiliated  outsider on the Audit
                          Committee,  Steven D. Fifield for standing as an
                          affiliated    outsider   on   the   Compensation
                          Committee,  and Michael J.  Mcclure for standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.2   Elect Director Robert J. Glickman
                       --- Withhold
                 1.3   Elect Director Robert J. Buford ---
                       For
                 1.4   Elect Director Steven D. Fifield
                       --- Withhold
                 1.5   Elect Director Rodney D. Lubeznik
                       --- For
                 1.6   Elect Director Michael J. Mcclure
                       --- Withhold
                 1.7   Elect Director Peter C. Roberts ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Cytyc Corporation *CYTC*         232946103                          04/05/04            11,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Developers Diversified Realty    251591103                          03/22/04             9,200
                 Corp. *DDR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Shareholder Rights Plan         For        For                    Mgmt
                       (Poison Pill)
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Downey Financial Corp. *DSL*     261018105                          02/27/04             5,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Brent McQuarrie ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of insider  Marangal I.  Domingo.  We
                          recommend that shareholders  WITHHOLD votes from
                          Marangal I.  Domingo for failure to  establish a
                          majority independent board.
                 1.2   Elect Director James H. Hunter ---
                       For
                 1.3   Elect Director Marangal I. Domingo
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     EastGroup Properties, Inc.       277276101                          04/14/04            10,300
                 *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
                 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
                 3     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/18/04 - A     Encore Medical Corp. *ENMC*      29256E109                          04/02/04            48,999
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard O. Martin,
                       Ph.D. --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider Zubeen Shroff.
                          We recommend  that  shareholders  WITHHOLD votes
                          from   Zubeen   Shroff   for   standing   as  an
                          affiliated    outsider   on   the   Compensation
                          Committee.
                 1.2   Elect Director Zubeen Shroff ---
                       Withhold
                 1.3   Elect Director Bruce Wesson --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/28/04 - A     Energen Corp. *EGN*              29265N108                          03/05/04             7,800
                 1     Elect Directors                       For        For                    Mgmt


05/13/04 - A     Energy Partners, Ltd *EPL*       29270U105                          03/17/04            18,968
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard A. Bachmann
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  William  O.
                          Hiltz. We recommend that  shareholders  WITHHOLD
                          votes from  William O. Hiltz for  standing as an
                          affiliated outsider on the Audit Committee.
                 1.2   Elect Director John C Bumgarner ---
                       For
                 1.3   Elect Director Jerry D. Carlisle
                       --- For
                 1.4   Elect Director Harold D. Carter ---
                       For
                 1.5   Elect Director Enoch L. Dawkins ---
                       For
                 1.6   Elect Director Robert D. Gershen
                       --- For
                 1.7   Elect Director William O. Hiltz ---
                       Withhold
                 1.8   Elect Director John G. Phillips ---
                       For
                 1.9   Elect Director Dr. Eamon M. Kelly
                       --- 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.


05/20/04 - A     First Midwest Bancorp, Inc.      320867104                          03/26/04            10,700
                 *FMBI*
                 1     Elect Directors                       For        For                    Mgmt


04/29/04 - A     Genlyte Group, Inc. (The)        372302109                          03/08/04             6,700
                 *GLYT*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Larry K. Powers ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from  insiders  Zia Eftekhar and
                          Larry K.  Powers  for  failure to  establish  an
                          independent nominating committee.
                 1.2   Elect Director Zia Eftekhar ---
                       Withhold


06/04/04 - S     Hall, Kinion & Associates,       406069104                          04/06/04            62,200
                 Inc.
                 1     Approve Merger Agreement              For        For                    Mgmt


05/20/04 - A     Hasbro, Inc. *HAS*               418056107                          03/31/04            14,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Implement and Monitor Code of         Against    Against                ShrHoldr
                       Corporate Conduct - ILO Standards


05/13/04 - A     HCC Insurance Holdings, Inc.     404132102                          04/05/04            10,100
                 *HCC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/25/04 - A     Henry Schein, Inc. *HSIC*        806407102                          04/15/04             4,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Stanley M. Bergman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception of Pamela  Joseph.  We recommend  that
                          shareholders  WITHHOLD  votes from Pamela Joseph
                          for poor attendance.
                 1.2   Elect Director Gerald A. Benjamin
                       --- For
                 1.3   Elect Director James P. Breslawski
                       --- For
                 1.4   Elect Director Mark E. Mlotek ---
                       For
                 1.5   Elect Director Steven Paladino ---
                       For
                 1.6   Elect Director Barry J. Alperin ---
                       For
                 1.7   Elect Director Pamela Joseph ---
                       Withhold
                 1.8   Elect Director Donald J. Kabat ---
                       For
                 1.9   Elect Director Marvin H. Schein ---
                       For
                 1.10  Elect Director Irving Shafran ---
                       For
                 1.11  Elect Director Philip A. Laskawy
                       --- For
                 1.12  Elect Director Norman S. Matthews
                       --- For
                 1.13  Elect Director Louis W. Sullivan
                       --- For
                 1.14  Elect Director Margaret A. Hamburg
                       --- For
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     HNI CORP *HNI*                   438092108                          03/05/04            14,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Change Company Name                   For        For                    Mgmt
                 3     Amend Articles to Remove              For        For                    Mgmt
                       Antitakeover Provisions


05/11/04 - A     HRPT Properties Trust *HRP*      40426W101                          03/19/04            28,300
                 1     Elect Directors                       For        For                    Mgmt


04/28/04 - A     IBERIABANK Corp. *IBKC*          450828108                          03/16/04             5,700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Elaine D. Abell ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Larrey  G.
                          Mouton. We recommend that shareholders  WITHHOLD
                          votes  from  Larrey G.  Mouton  for  failure  to
                          establish an independent nominating committee.
                 1.2   Elect Director William H.
                       Fenstermaker --- For
                 1.3   Elect Director Larrey G. Mouton ---
                       For
                 1.4   Elect Director O. Miles Pollard ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Ingram Micro, Inc. *IM*          457153104                          03/26/04            34,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Orrin H. Ingram II
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Orrin  H.
                          Ingram  II.  We  recommend   that   shareholders
                          WITHHOLD  votes  from  Orrin  H.  Ingram  II for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation Committee.
                 1.2   Elect Director Michael T. Smith ---
                       For
                 1.3   Elect Director Joe B. Wyatt --- For
                 1.4   Elect Director Howard I. Atkins ---
                       For


04/29/04 - A     Insight Enterprises, Inc.        45765U103                          03/04/04             6,215
                 *NSIT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Inter-Tel, Inc. *INTL*           458372109                          03/05/04             2,400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Steven G. Mihaylo
                       --- For
                 1.2   Elect Director J. Robert Anderson
                       --- For
                 1.3   Elect Director Jerry W. Chapman ---
                       For
                 1.4   Elect Director Gary D. Edens --- For
                 1.5   Elect Director C. Roland Haden ---
                       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.


05/20/04 - A     Interface, Inc. *IFSIA*          458665106                          03/15/04            42,395
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/13/04 - A     IXIA *XXIA*                      45071R109                          03/22/04             8,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Jean-Claude Asscher
                       --- For
                          We recommend a vote FOR Jean-Claude  Asscher but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          insider Errol Ginsberg,  affiliated outsider Jon
                          F.  Rager  and  independent   outsider   Massoud
                          Entekhabi.   We  recommend   that   shareholders
                          WITHHOLD  votes from Errol  Ginsberg for failure
                          to establish a majority  independent  board.  We
                          also recommend that shareholders  WITHHOLD votes
                          from  Audit  Committee  member  Jon F. Rager for
                          paying  excessive  non-audit  fees, for standing
                          as an  affiliated  outsider  on  the  Audit  and
                          Compensation  committees,  and  for  failure  to
                          establish a majority  independent board. Lastly,
                          we recommend  that  shareholders  WITHHOLD votes
                          from Audit  Committee  member Massoud  Entekhabi
                          for paying excessive non-audit fees.
                 1.2   Elect Director Massoud Entekhabi
                       --- Withhold
                 1.3   Elect Director Errol Ginsberg ---
                       Withhold
                 1.4   Elect Director Jon F. Rager ---
                       Withhold
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 22.38
                          percent  is  above  the  allowable  cap for this
                          company of 13.39 percent.
                 3     Amend Non-Employee Director Stock     For        Against                Mgmt
                       Option Plan
                          The total cost of the  company's  plans of 16.33
                          percent  is  above  the  allowable  cap for this
                          company of 13.39 percent.
                 4     Ratify Auditors                       For        Against                Mgmt


04/01/04 - A     KB Home *KBH*                    48666K109                          02/12/04               300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/15/04 - A     kforce, Inc. *KFRC*              493732101                          04/12/04            34,700
                 1     Elect Directors                       For        For                    Mgmt


05/04/04 - A     Lafarge North America Inc.       505862102                          02/20/04             5,373
                 *LAF*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Marshall A. Cohen
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders Michel Rose,  Philippe R.
                          Rollier,   Bruno  Lafont,  Bernard  L.  Kasriel,
                          Bertrand P. Collomb,  and  affiliated  outsiders
                          Lawrence  Tanenbaum,  John D. Redfern and Robert
                          W.  Murdoch.   We  recommend  that  shareholders
                          WITHHOLD   votes  from   Michel  Rose  for  poor
                          attendance   and  for  failure  to  establish  a
                          majority  independent  board,  and from Bertrand
                          P.  Collomb  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
                          Lawrence  M.   Tanenbaum   for  standing  as  an
                          affiliated  outsider on the Audit  Committee and
                          for failure to establish a majority  independent
                          board,  from John D.  Redfern for standing as an
                          affiliated  outsider on the Audit and Nominating
                          committees,  and  for  failure  to  establish  a
                          majority  independent  board,  and from Philippe
                          R.  Rollier,  Bruno  Lafont,  Bernard L. Kasriel
                          and Robert W.  Murdoch for failure to  establish
                          a majority independent board.
                 1.2   Elect Director Bertrand P. Collomb
                       --- Withhold
                 1.3   Elect Director Philippe P. Dauman
                       --- For
                 1.4   Elect Director Bernard L. Kasriel
                       --- Withhold
                 1.5   Elect Director Bruno Lafont ---
                       Withhold
                 1.6   Elect Director Claudine B. Malone
                       --- For
                 1.7   Elect Director Blythe J. McGarvie
                       --- For
                 1.8   Elect Director James M. Micali ---
                       For
                 1.9   Elect Director Gwyn Morgan --- For
                 1.10  Elect Director Robert W. Murdoch
                       --- Withhold
                 1.11  Elect Director Bertin F. Nadeau ---
                       For
                 1.12  Elect Director John D. Redfern ---
                       Withhold
                 1.13  Elect Director Philippe R. Rollier
                       --- Withhold
                 1.14  Elect Director Michel Rose ---
                       Withhold
                 1.15  Elect Director Lawrence M.
                       Tanenbaum --- Withhold
                 1.16  Elect Director Gerald H. Taylor ---
                       For


05/13/04 - A     Lear Corporation *LEA*           521865105                          03/19/04             5,400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Larry W. McCurdy ---
                       For
                 1.2   Elect Director Roy E. Parrott ---
                       For
                 1.3   Elect Director Richard F. Wallman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          We note  that the board  emphasizes  in the 2004
                          proxy   statement   that   this   proposal,   if
                          supported  by a majority  of votes  cast,  would
                          not be binding on the board and therefore  would
                          not  necessarily  effectuate  any changes to the
                          poison   pill.   Our   opinion   is  that  where
                          shareholders   express   their   views   clearly
                          through  voting  for a  proposal,  that  opinion
                          should be  listened  to by the  company's  board
                          directors.  Further,  where a board consistently
                          ignores  or  fails  to   implement   a  proposal
                          approved  by a  majority  of  shareholder  votes
                          cast, we believe that this may provide  adequate
                          reason for  recommending  withholding  votes for
                          future   director   elections.  While   we
                          welcome the  company's  introduction  of a board
                          committee  review  process for the poison  pill,
                          poison pills  greatly alter the balance of power
                          between   shareholders   and   management,   and
                          shareholders  should be  allowed  to make  their
                          own  evaluation  of  such  plans.  We  therefore
                          agree  with the  proponent  that  the  adoption,
                          maintenance  or  extension  of any  poison  pill
                          should be put to a shareholder vote.


06/15/04 - A     LifePoint Hospitals, Inc.        53219L109                          04/16/04             9,600
                 *LPNT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 5     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     Littelfuse, Inc. *LFUS*          537008104                          03/12/04            13,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     M.D.C. Holdings, Inc. *MDC*      552676108                          02/27/04             1,223
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Herbert T. Buchwald
                       --- For
                 1.2   Elect Director Larry A. Mizel ---
                       For
                 2     Prepare Sustainability Report         Against    For                    ShrHoldr
                          Given the  company's  current lack of disclosure
                          and the fact  that  preparation  of this  report
                          will provide  shareholders  with a more complete
                          view of the company's  policies  regarding  this
                          matter, we recommend that  shareholders  support
                          this shareholder proposal.


04/27/04 - A     Macdermid, Inc. *MRD*            554273102                          03/03/04             8,436
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Daniel H. Leever ---
                       For
                 1.2   Elect Director Donald G. Ogilvie
                       --- For
                 1.3   Elect Director James C. Smith ---
                       For
                 1.4   Elect Director Joseph M. Silvestri
                       --- For
                 1.5   Elect Director T. Quinn Spitzer ---
                       For
                 1.6   Elect Director Robert L. Ecklin ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/28/04 - A     MAF Bancorp, Inc. *MAFB*         55261R108                          03/10/04             3,657
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Terry A. Ekl ---
                       Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  all  the  nominees.   We  recommend   that
                          shareholders   WITHHOLD  votes  from  affiliated
                          outsider  Lois B. Vasto for failure to establish
                          a majority  independent  board and for  standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.  We also recommend that  shareholders
                          WITHHOLD    votes   from   insiders   Jerry   A.
                          Weberling,   Thomas  R.  Perz,  and  Kenneth  R.
                          Koranda,  and from affiliated  outsider Terry A.
                          Ekl  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director Kenneth R. Koranda
                       --- Withhold
                 1.3   Elect Director Thomas R. Perz ---
                       Withhold
                 1.4   Elect Director Lois B. Vasto ---
                       Withhold
                 1.5   Elect Director Jerry A. Weberling
                       --- Withhold


04/27/04 - A     MARINE PRODUCTS CORP *MPX*       568427108                          03/15/04            13,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wilton Looney --- For
                          We  recommend  a  vote  FOR  Wilton  Looney  and
                          WITHHOLD  votes from  insiders  Gary W.  Rollins
                          and  James  A.  Lane,   Jr.  We  recommend  that
                          shareholders   WITHHOLD   votes   from  Gary  W.
                          Rollins   and  James  A.  Lane  for  failure  to
                          establish a majority independent board.
                 1.2   Elect Director Gary W. Rollins ---
                       Withhold
                 1.3   Elect Director James A. Lane, Jr.
                       --- Withhold
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          Although the total cost of the  company's  plans
                          of 10.53  percent  is within the  allowable  cap
                          for  this  company  of 19.66  percent,  the plan
                          allows  repricing of  underwater  stock  options
                          without shareholder  approval,  which we believe
                          reduces the incentive value of the plan.


05/03/04 - A     Maverick Tube Corp. *MVK*        577914104                          03/05/04            19,611
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Maytag Corp. *MYG*               578592107                          03/16/04            10,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wayland R. Hicks ---
                       Withhold
                          Effective corporate  governance depends upon the
                          board   being   accountable   to   shareholders.
                          Although the proposals to  declassify  the board
                          and to submit the poison  pill to a  shareholder
                          vote   received   the  clear   mandate   of  the
                          company's   shareholders   for  more   than  two
                          consecutive   years,   the   board  has  yet  to
                          implement the  proposals in accordance  with the
                          desires  of   shareholders.   Such   failure  or
                          unwillingness  to  respond  to  the  desires  of
                          shareholders  warrants  withholding  votes  from
                          those  nominated  directors  that were directors
                          during the relevant period.  We  recommend
                          a vote FOR James A. McCaslin but WITHHOLD  votes
                          from Fred G. Steingraber,  W. Ann Reynolds,  and
                          Wayland R. Hicks for  failure to  implement  the
                          shareholder approved proposals.
                 1.2   Elect Director James A. McCaslin
                       --- For
                 1.3   Elect Director W. Ann Reynolds ---
                       Withhold
                 1.4   Elect Director Fred G. Steingraber
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Articles                        For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In  this  case,  the  company's  poison  was not
                          approved by shareholders  nor does it embody the
                          above  features  that  we  recommend.  While  we
                          acknowledge  the board's  note on  amending  the
                          term  of the  pill,  nevertheless  we  highlight
                          that the  board is able to  re-instate  the pill
                          or  reverse  this   determination  at  any  time
                          without  having  to seek  shareholder  approval.
                          Therefore,  we believe  that this  determination
                          by the board does little to answer the  concerns
                          and  interests of  shareholders.   We  note
                          also that the board has failed to implement  the
                          previously   supported   shareholder   proposals
                          regarding  adoption and  maintenance of a poison
                          pill.  Although we  recognize  that  shareholder
                          proposals  are not  binding on the  company,  we
                          consider  withholding  votes for  directors  who
                          ignore  shareholder  proposals  that  have  been
                          passed  two  years  in a row  by a  majority  of
                          votes   cast.   The   re-presentation   of  this
                          proposal   and  the  repeated   supported   from
                          shareholders   over   the   last   three   years
                          emphasizes  the  importance  that   shareholders
                          place  on  this   issue.   While  we   recommend
                          withholding  votes  on the  directors  nominated
                          this year, we will closely monitor  management's
                          response to this year's vote on this proposal.


04/27/04 - A     MB Financial, Inc. *MBFI*        55264U108                          03/15/04             7,100
                 1     Elect Directors                       For        For                    Mgmt


04/22/04 - A     Mercantile Bank Corp. *MBWM*     587376104                          03/01/04             8,293
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt


06/17/04 - A     Michaels Stores, Inc. *MIK*      594087108                          04/26/04             6,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


04/29/04 - A     Mueller Industries, Inc. *MLI*   624756102                          03/08/04             8,600
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Gennaro J. Fulvio
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes   from   Robert  B.  Hodes  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating  Committee  and  failing  to remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill,  Gennaro J. Fulvio,  Gary
                          S.  Gladstein,  and Terry  Hermanson for failing
                          to remove a  dead-hand,  slow-hand,  or  similar
                          feature  in  the  company's   poison  pill,  and
                          William  D.  O'Hagan,  Harvey L. Carp and Robert
                          B.  Hodes for  failing  to  remove a  dead-hand,
                          slow-hand,  or similar  feature in the company's
                          poison  pill and  failing  to create a  majority
                          independent board.
                 1.2   Elect Director Gary S. Gladstein
                       --- Withhold
                 1.3   Elect Director Terry Hermanson ---
                       Withhold
                 1.4   Elect Director Robert B. Hodes ---
                       Withhold
                 1.5   Elect Director Harvey L. Karp ---
                       Withhold
                 1.6   Elect Director William D. O'Hagan
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Nara Bancorp, Inc. *NARA*        63080P105                          04/05/04            10,113
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dr. Chong Moon Lee
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions of independent  outsiders Yong H. Kim
                          and Ki Suh Park. We recommend that  shareholders
                          WITHHOLD  votes from Yong H. Kim and Ki Suh Park
                          for poor attendance.
                 1.2   Elect Director Dr. Thomas Chung ---
                       For
                 1.3   Elect Director Benjamin B. Hong ---
                       For
                 1.4   Elect Director Steve Y. Kim --- For
                 1.5   Elect Director Jesun Paik --- For
                 1.6   Elect Director Ki Suh Park ---
                       Withhold
                 1.7   Elect Director Hyon M. Park --- For
                 1.8   Elect Director Yong H. Kim ---
                       Withhold
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Newfield Exploration Co. *NFX*   651290108                          03/19/04             6,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Northwest Natural Gas Co.        667655104                          04/08/04             5,201
                 *NWN*
                 1     Elect Directors                       For        For                    Mgmt


04/14/04 - A/S   Nova Chemicals Corp. (Formerly   66977W109                          03/08/04            16,300
                 Nova Corp.) *NCX.*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Auditors and Authorize        For        For                    Mgmt
                       Board to Fix Remuneration of
                       Auditors
                 3     Approve Continuation of Company       For        For                    Mgmt
                       Under Canadian Business Corporation
                       Act
                 4     Adopt New By-Laws                     For        For                    Mgmt


05/18/04 - A     Omnicare, Inc. *OCR*             681904108                          03/31/04             7,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/29/04 - A     PATTERSON-UTI ENERGY INC.        703481101                          05/28/04             9,300
                 *PTEN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Peabody Energy Corp. *BTU*       704549104                          03/15/04             8,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William A. Coley ---
                       For
                 1.2   Elect Director Irl F. Engelhardt
                       --- For
                 1.3   Elect Director William C. Rusnack
                       --- For
                 1.4   Elect Director Alan H. Washkowitz
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Since  approval  of this  proposal  will  ensure
                          continued   independence   on  the   board,   we
                          recommend a vote for this proposal.


04/28/04 - A     Penns Woods Bancorp, Inc.        708430103                          03/05/04             6,750
                 *PWOD*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael J. Casale,
                       Jr. --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  Ronald  A.  Walko  and
                          William   H.   Rockey.    We   recommend    that
                          shareholders   WITHHOLD  votes  from  Ronald  A.
                          Walko and  William  H.  Rockey  for  failure  to
                          establish an independent nominating committee.
                 1.2   Elect Director R.E. Nestlerode, Jr.
                       --- For
                 1.3   Elect Director William H. Rockey
                       --- Withhold
                 1.4   Elect Director Ronald A. Walko ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A/S   Precision Drilling Corporation   74022D100                          03/22/04             9,700
                 *PD.*
                 1     Elect W.C. Dunn, Robert J.S.          For        For                    Mgmt
                       Gibson, Murray K. Mullen, Patrick
                       M. Murray, Fred W. Pheasey, Robert
                       L. Phillips, Hank B. Swartout,
                       H.Garth Wiggins as Directors
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve 2004 Stock Option Plan        For        Against                Mgmt
                          We commend the company for expressly  forbidding
                          the  repricing of stock  options  under the plan
                          and  limiting  director   participation  in  the
                          plan.  However,  the total cost of the company's
                          plans of 3.54  percent  is above  the  allowable
                          cap for this company of 3.51 percent.


05/18/04 - A     Pride International, Inc.        74153Q102                          03/22/04            18,900
                 *PDE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert L. Barbanell
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Ralph  D.
                          McBride.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  Ralph  D.   McBride  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation and Nominating committees.
                 1.2   Elect Director Paul A. Bragg --- For
                 1.3   Elect Director David A.B. Brown ---
                       For
                 1.4   Elect Director J.C. Burton --- For
                 1.5   Elect Director Jorge E. Estrada ---
                       For
                 1.6   Elect Director William E. Macaulay
                       --- For
                 1.7   Elect Director Ralph D. Mcbride ---
                       Withhold
                 1.8   Elect Director David B. Robson ---
                       For
                 2     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     Protective Life Corp. *PL*       743674103                          03/05/04             7,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Outside Director Options in   For        For                    Mgmt
                       Lieu of Cash
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Providian Financial Corp.        74406A102                          03/15/04            15,100
                 *PVN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Radio One, Inc. *ROIA*           75040P108                          04/16/04            25,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Brian W. Mcneill ---
                       For
                          For the holders of Class A common stock,  voting
                          as a single  class,  we recommend a vote FOR the
                          directors.    For  the  holders  of  Class A
                          and  Class B common  stock,  voting  as a single
                          class,  we  recommend  a vote FOR the  directors
                          with the  exceptions of  affiliated  outsider L.
                          Ross Love and  insiders  Alfred C.  Liggins  III
                          and  Catherine  L.  Hughes.  We  recommend  that
                          shareholders  WITHHOLD  votes  from L. Ross Love
                          for  standing as an  affiliated  outsider on the
                          Audit  Committee  and from Alfred C. Liggins III
                          and   Catherine   L.  Hughes  for   standing  as
                          insiders on the Nominating Committee.
                 1.2   Elect Director Terry L. Jones ---
                       For
                 1.3   Elect Director Catherine L. Hughes
                       --- Withhold
                 1.4   Elect Director Alfred C. Liggins
                       III --- Withhold
                 1.5   Elect Director D. Geoffrey
                       Armstrong --- For
                 1.6   Elect Director L. Ross Love ---
                       Withhold
                 1.7   Elect Director Ronald E. Blaylock
                       --- For
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 27.33
                          percent  is  above  the  allowable  cap for this
                          company of 19.69 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     Red Robin Gourmet Burgers Inc    75689M101                          04/05/04            13,800
                 *RRGB*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward T. Harvey ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider   Gary  J.
                          Singer. We recommend that shareholders  WITHHOLD
                          votes  from Gary J.  Singer for  standing  as an
                          affiliated  outsider  on  the  Compensation  and
                          Nominating committees.
                 1.2   Elect Director Gary J. Singer ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Reinsurance Group of America,    759351109                          03/26/04             8,300
                 Incorporated *RGA*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director William J. Bartlett
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  insider  A.  Greig  Woodring.  We
                          recommend that shareholders  WITHHOLD votes from
                          A. Greig  Woodring  for  failure to  establish a
                          majority independent board.
                 1.2   Elect Director Alan C. Henderson
                       --- For
                 1.3   Elect Director A. Greig Woodring
                       --- Withhold
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Articles                        For        For                    Mgmt
                 4     Fix Number of Directors               For        For                    Mgmt
                 5     Amend Articles                        For        Against                Mgmt
                          Since  the  proposal   shifts   control  of  the
                          shareholder      nomination     and     proposal
                          requirements  from the  shareholders  themselves
                          to the board of  directors,  we believe  that it
                          does not warrant shareholder support.
                 6     Approve Director & Officer            For        For                    Mgmt
                       Indemnification/Liability Provisions
                 7     Approve Issuance of                   For        Against                Mgmt
                       Warrants/Convertible Debentures
                          Because  we  believe  that  shareholders  should
                          have the  right to vote on any  equity  issuance
                          to a majority  shareholder with all the facts in
                          front  of  them,  we do not  believe  that  this
                          proposal warrants shareholder support.
                 8     Amend Omnibus Stock Plan              For        For                    Mgmt


06/09/04 - A     Renal Care Group, Inc. *RCI*     759930100                          04/12/04             9,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 4     Increase Authorized Common Stock      For        For                    Mgmt


04/16/04 - A/S   Ritchie Bros. Auctioneers        767744105                          03/05/04             6,400
                 *RBA*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve KPMG LLP as Auditors and      For        For                    Mgmt
                       Authorize Board to Fix Remuneration
                       of Auditors
                 3     Approve 2:1 Stock Split               For        For                    Mgmt
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                          We have no qualms about the  dilution  factor in
                          this  case  given  that  it is  1.5  percent  of
                          shares issued and even in  conjunction  with the
                          existing   stock   option  plan  which   carries
                          potential  dilution  of 2.4  percent,  the total
                          dilution  is under 4 percent.  Nevertheless  our
                          concern lies in the large  discount  afforded in
                          the purchase of these shares of  effectively  50
                          percent as we see it. As  employees  are allowed
                          to contribute  100 percent of their  performance
                          bonus to the plan  and the  entire  contribution
                          is  in  effect   're-imbursed  in  cash',   this
                          amounts  to a 50  percent  discount.  We further
                          note that we consider the  aforesaid  plan to be
                          an  inappropriate  proxy for a pension  plan and
                          thus  do not  appraise  it on such a  basis.  We
                          oppose this resolution.


05/26/04 - A     Roper Industries, Inc. *ROP*     776696106                          03/31/04             5,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Brian D. Jellison
                       --- For
                 1.2   Elect Director W. Lawrence Banks
                       --- For
                 1.3   Elect Director David W. Devonshire
                       --- For
                 1.4   Elect Director John F. Fort III ---
                       For
                 2     Amend Omnibus Stock Plan              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.


05/20/04 - A     Ross Stores, Inc. *ROST*         778296103                          03/22/04             9,300
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Michael J. Bush ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Audit  Committee   member
                          Michael J. Bush for  standing  as an  affiliated
                          outsider    on   the   Audit   and    Nominating
                          committees,  and  for  failure  to  establish  a
                          majority  independent  board.  We also recommend
                          that    shareholders    WITHHOLD    votes   from
                          affiliated  outsider  Norman A.  Ferber and from
                          insider   James  C.   Peters   for   failure  to
                          establish a majority independent board.
                 1.2   Elect Director Norman A. Ferber ---
                       Withhold
                 1.3   Elect Director James C. Peters ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Schweitzer-Mauduit               808541106                          03/04/04            11,000
                 International Inc. *SWM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt


05/06/04 - A     SCP Pool Corp. *POOL*            784028102                          03/12/04            11,546
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Silgan Holdings Inc. *SLGN*      827048109                          04/16/04            10,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director R. Philip Silver ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  insider  R.  Philip  Silver.   We
                          recommend that shareholders  WITHHOLD votes from
                          R.  Philip  Silver for failure to  establish  an
                          independent nominating committee.
                 1.2   Elect Director William C. Jennings
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     SkyWest, Inc. *SKYW*             830879102                          03/31/04            17,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Jerry C. Atkin ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Sidney J.
                          Atkin,  Steven  F.  Udvar-Hazy,   and  J.  Ralph
                          Atkin. We recommend that  shareholders  WITHHOLD
                          votes  from  Sidney  J.  Atkin for  standing  as
                          affiliated  outsider  on  the  Compensation  and
                          Nominating  & Governance  committees,  Steven F.
                          Udvar-Hazy  for standing as affiliated  outsider
                          on the  Compensation  Committee,  and  J.  Ralph
                          Atkin for  standing  as  affiliated  outsider on
                          the Compensation Committee.
                 1.2   Elect Director J. Ralph Atkin ---
                       Withhold
                 1.3   Elect Director Steven F. Udvar-Hazy
                       --- Withhold
                 1.4   Elect Director Ian M. Cumming ---
                       For
                 1.5   Elect Director W. Steve Albrecht
                       --- For
                 1.6   Elect Director Mervyn K. Cox --- For
                 1.7   Elect Director Sidney J. Atkin ---
                       Withhold
                 1.8   Elect Director Hyrum W. Smith ---
                       For
                 1.9   Elect Director Robert G. Sarver ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     SL Green Realty Corp. *SLG*      78440X101                          03/31/04             7,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     St. Mary Land & Exploration      792228108                          04/12/04             9,400
                 Co. *SM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Restricted Stock Plan         For        For                    Mgmt


05/20/04 - A     Steel Dynamics, Inc. *STLD*      858119100                          03/15/04            10,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Keith E. Busse ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Richard J.
                          Freeland.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Richard J.  Freeland  for
                          poor attendance.
                 1.2   Elect Director Mark D. Millett ---
                       For
                 1.3   Elect Director Richard P. Teets,
                       Jr. --- For
                 1.4   Elect Director John C. Bates --- For
                 1.5   Elect Director Paul B. Edgerley ---
                       For
                 1.6   Elect Director Richard J. Freeland
                       --- Withhold
                 1.7   Elect Director Naoki Hidaka --- For
                 1.8   Elect Director James E. Kelley ---
                       For
                 1.9   Elect Director Dr. Jurgen Kolb ---
                       For
                 1.10  Elect Director Joseph D. Ruffolo
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt


06/08/04 - A     Stein Mart, Inc. *SMRT*          858375108                          04/09/04            21,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Alvin R. Carpenter
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsiders  James H.
                          Winston  and  Linda   McFarland   Farthing.   We
                          recommend that shareholders  WITHHOLD votes from
                          Audit  Committee  members  James H.  Winston and
                          Linda  McFarland  Farthing for paying  excessive
                          non-audit fees.
                 1.2   Elect Director Linda McFarland
                       Farthing --- Withhold
                 1.3   Elect Director Michael D. Fisher
                       --- For
                 1.4   Elect Director Mitchell W. Legler
                       --- For
                 1.5   Elect Director Michael D. Rose ---
                       For
                 1.6   Elect Director Richard L. Sisisky
                       --- For
                 1.7   Elect Director Jay Stein --- For
                 1.8   Elect Director Martin E. Stein, Jr.
                       --- For
                 1.9   Elect Director J. Wayne Weaver ---
                       For
                 1.10  Elect Director John H. Williams,
                       Jr. --- For
                 1.11  Elect Director James H. Winston ---
                       Withhold


06/10/04 - A     Tech Data Corp. *TECD*           878237106                          04/12/04            12,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Eliminate Class of Preferred Stock    For        For                    Mgmt


06/16/04 - A     The Gymboree Corp. *GYMB*        403777105                          04/22/04            20,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/03/04 - A     The Management Network Group,    561693102                          04/16/04            53,500
                 Inc. *TMNG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     The Manitowoc Company, Inc.      563571108                          02/25/04             8,806
                 *MTW*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan


06/10/04 - A     The Mills Corporation *MLS*      601148109                          04/12/04             7,000
                 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
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Approve Executive High Performance    For        For                    Mgmt
                       Program


04/22/04 - A     Thomas Industries Inc. *TII*     884425109                          02/27/04            11,973
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director H. Joseph Ferguson
                       --- For
                 1.2   Elect Director Anthony A. Massaro
                       --- For
                 1.3   Elect Director George H. Walls, Jr.
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case,  the  company's  rights plan has a
                          20-percent  trigger  but  does  not  embody  the
                          other  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder vote or redeemed.


05/07/04 - A     Three-Five Systems, Inc. *TFS*   88554L108                          03/24/04             1,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Tollgrade Communications, Inc.   889542106                          03/04/04             6,576
                 *TLGD*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard H. Heibel
                       --- For
                          We recommend that  shareholders vote FOR Richard
                          H. Heibel,  but WITHHOLD  votes from  affiliated
                          outsider  Robert W.  Kampmeinert.  We  recommend
                          that shareholders  WITHHOLD votes from Robert W.
                          Kampmeinert   for  standing  as  an   affiliated
                          outsider on the  Compensation  committee and for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Robert W.
                       Kampmeinert --- Withhold


05/06/04 - A     Tom Brown, Inc.                  115660201                          03/09/04            12,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  Henry Groppe.
                          We recommend  that  shareholders  WITHHOLD votes
                          from Henry Groppe for standing as an  affiliated
                          outsider on the Compensation Committee.
                 1.2   Elect Director Henry Groppe ---
                       Withhold
                 1.3   Elect Director Edward W. LeBaron,
                       Jr. --- For
                 1.4   Elect Director James D. Lightner
                       --- For
                 1.5   Elect Director John C. Linehan ---
                       For
                 1.6   Elect Director Wayne W. Murdy ---
                       For
                 1.7   Elect Director James B. Wallace ---
                       For
                 1.8   Elect Director Robert H. Whilden,
                       Jr. --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt


06/02/04 - A     Toys 'R' Us, Inc. *TOY*          892335100                          04/09/04            19,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director RoAnn Costin --- For
                 1.2   Elect Director John H. Eyler, Jr.
                       --- For
                 1.3   Elect Director Roger N. Farah ---
                       For
                 1.4   Elect Director Peter A. Georgescu
                       --- For
                 1.5   Elect Director Cinda A. Hallman ---
                       For
                 1.6   Elect Director Calvin Hill --- For
                 1.7   Elect Director Nancy Karch --- For
                 1.8   Elect Director Norman S. Matthews
                       --- For
                 1.9   Elect Director Arthur B. Newman ---
                       For
                 1.10  Elect Director Frank R. Noonan ---
                       For
                 2     Require a Majority Vote for the       Against    Against                ShrHoldr
                       Election of Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election   of   directors   of   publicly-traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          requiring  a  majority  vote of the  outstanding
                          shares   could   in   effect   provide   for   a
                          supermajority   of  votes   cast,   which  would
                          adversely affect shareholders'  ability to elect
                          directors in a contested election,  and (iv) 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 at this
                          point in time  believe  the  proposed  amendment
                          warrants shareholder support.


05/20/04 - A     Ultra Petroleum Corp. *UPL*      903914109                          04/08/04            13,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Michael D. Watford as a
                       Director --- For
                 1.2   Elect William C. Helton as a
                       Director --- For
                 1.3   Elect James E. Nielson as a
                       Director --- For
                 1.4   Elect Robert E. Rigney as a
                       Director --- For
                 1.5   Elect James C. Roe as a Director
                       --- For
                 2     Approve Auditors and Authorize        For        For                    Mgmt
                       Board to Fix Remuneration of
                       Auditors
                 3     Other Business                        For        Against                Mgmt
                          As we can not know the content of these  issues,
                          we cannot  recommend that  shareholders  approve
                          this request.


05/07/04 - A     UniSource Energy Corp. *UNS*     909205106                          03/29/04             8,419
                 1     Elect Directors                       For        For                    Mgmt


05/17/04 - A     United Bankshares, Inc. *UBSI*   909907107                          03/29/04             8,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard M. Adams ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions of affiliated  outsiders F.T.  Graff,
                          Jr.  and  H.  Smoot  Fahlgren,  and  independent
                          outsider W. Gaston  Caperton,  III. We recommend
                          that shareholders  WITHHOLD votes from W. Gaston
                          Caperton,  III for  poor  attendance,  and  F.T.
                          Graff,  Jr. and H. Smoot  Fahlgren  for standing
                          as affiliated  outsiders on the Compensation and
                          Nominating & Governance Committees.
                 1.2   Elect Director Robert G. Astorg ---
                       For
                 1.3   Elect Director Thomas J. Blair, III
                       --- For
                 1.4   Elect Director Harry L. Buch --- For
                 1.5   Elect Director W. Gaston Caperton,
                       III --- Withhold
                 1.6   Elect Director Lawrence K. Doll ---
                       For
                 1.7   Elect Director H. Smoot Fahlgren
                       --- Withhold
                 1.8   Elect Director Theodore J.
                       Georgelas --- For
                 1.9   Elect Director F.T. Graff, Jr. ---
                       Withhold
                 1.10  Elect Director Russell L. Isaacs
                       --- For
                 1.11  Elect Director John M. Mcmahon ---
                       For
                 1.12  Elect Director J. Paul Mcnamara ---
                       For
                 1.13  Elect Director G. Ogden Nutting ---
                       For
                 1.14  Elect Director William C. Pitt, III
                       --- For
                 1.15  Elect Director I. N. Smith, Jr. ---
                       For
                 1.16  Elect Director James G. Tardiff ---
                       For
                 1.17  Elect Director Mary K. Weddle ---
                       For
                 1.18  Elect Director P. Clinton Winter,
                       Jr. --- 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.


04/28/04 - A     United Surgical Partners         913016309                          03/12/04            16,100
                 International Inc *USPI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     VeriSign Inc *VRSN*              92343E102                          03/29/04             9,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Vishay Intertechnology, Inc.     928298108                          03/29/04            17,970
                 *VSH*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dr. Felix Zandman
                       --- Withhold
                          We   recommend   a  vote  FOR  Zvi  Grinfas  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          Philippe  Gazeau for  standing as an  affiliated
                          outsider on the Audit  Committee and for failure
                          to establish a majority  independent  board.  We
                          also recommend  WITHHOLDING  votes from insiders
                          Dr.  Felix  Zandman  and  Dr.  Gerald  Paul  for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Philippe Gazeau ---
                       Withhold
                 1.3   Elect Director Zvi Grinfas --- For
                 1.4   Elect Director Dr. Gerald Paul ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Approve Restricted Stock Plan         For        For                    Mgmt


05/26/04 - A     Waste Connections, Inc. *WCN*    941053100                          03/29/04             5,550
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                       and Eliminate Class of Preferred
                       Stock
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Wausau-Mosinee Paper Corp        943315101                          02/19/04            22,400
                 *WMO*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt


05/11/04 - A     Werner Enterprises, Inc.         950755108                          03/22/04            20,400
                 *WERN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Board Diversity                       Against    Abstain                ShrHoldr


05/27/04 - A     Wintrust Financial Corp.         97650W108                          04/07/04             1,172
                 *WTFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt






                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT SMALL CAP STOCK FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                    Security    Rec        Cast        Date                 Voted
- ---------------- -------------------------------- ----------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

08/21/03 - A     Adaptec, Inc. *ADPT*             00651F108                          06/25/03           165,200
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Carl J. Conti --- For
                 1.2   Elect Director Victoria L. Cotten
                       --- For
                 1.3   Elect Director Lucie J. Fjeldstad
                       --- Withhold
                          WITHHOLD votes from audit  committee  members for
                          paying excessive non-audit fees.
                 1.4   Elect Director Joseph S. Kennedy ---
                       For
                 1.5   Elect Director Ilene H. Lang ---
                       Withhold
                          WITHHOLD votes from audit  committee  members for
                          paying excessive non-audit fees.
                 1.6   Elect Director Robert J. Loarie ---
                       Withhold
                 1.7   Elect Director Robert N. Stephens
                       --- For
                          WITHHOLD votes from audit  committee  members for
                          paying excessive non-audit fees.
                 1.8   Elect Director Dr. Douglas E. Van
                       Houweling --- For
                 2     Amend Employee Stock Purchase Plan     For        For
                 3     Ratify Auditors                        For        Against


08/05/03 - A     Alliant Techsystems Inc. *ATK*   018804104                          06/10/03            12,987
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For
                       Shareholder Proposal
                 3     Report on Space-Based Weapons          Against    Against


07/31/03 - A     Barra, Inc. *BARZ*               068313105                          06/03/03            25,100
                 1     Elect Directors                        For        For
                 2     Amend Non-Employee Director Stock      For        For
                       Option Plan
                 3     Ratify Auditors                        For        For


09/19/03 - A     Casey's General Stores, Inc.     147528103                          08/01/03           253,700
                 *CASY*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Donald F. Lamberti
                       --- For
                 1.2   Elect Director John G. Harmon --- For
                 1.3   Elect Director Kenneth H. Haynie ---
                       Withhold
                          WITHHOLD   votes  from   Kenneth  H.  Haynie  for
                          standing as an affiliated  outsider on the Audit,
                          Compensation and Nominating committees.
                 1.4   Elect Director John P. Taylor --- For
                 1.5   Elect Director Ronald M. Lamb --- For
                 1.6   Elect Director John R. Fitzgibbon
                       --- For
                 1.7   Elect Director Patricia Clare
                       Sullivan --- For


09/03/03 - A     Commonwealth Telephone           203349105                          06/20/03            47,300
                 Enterprises, Inc. *CTCO*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Walter Scott, Jr. ---
                       For
                 1.2   Elect Director David C. Mitchell ---
                       For
                 1.3   Elect Director David C. McCourt ---
                       Withhold
                          WITHHOLD  votes from David C. McCourt for failure
                          to establish an independent nominating committee.
                 1.4   Elect Director Daniel E. Knowles ---
                       For
                 2     Ratify Auditors                        For        For
                 3     Convert Class B common shares into     For        For
                       common shares
                 4     Adjourn Meeting                        For        Against


07/24/03 - A     Consolidated Graphics, Inc.      209341106                          06/09/03           147,500
                 *CGX*
                 1     Elect Directors                        For        For


07/11/03 - A     Lone Star Steakhouse & Saloon,   542307103                          05/29/03            58,000
                 Inc. *STAR*
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/30/03 - S     MAX RE CAPITAL LTD HAMILTON      G6052F103                          06/16/03            87,900
                 *MXRE*
                 1     Amend Bylaws Re: Shareholder Vote on   For        Against
                       Proposals Voted on by Shareholders
                       of Max Re Ltd.; Delete References to
                       Non-Voting Common Shares; Reduce
                       Limitation on Voting Rights of
                       Common Shares; Reduce Percentage of
                       Common Shares One Person May Own
                 2     Amend Bylaws Re: Prohibit a Director   For        For
                       from Appointing Alternate Directors
                       to Perform His or Her Duties or Act
                       as a Non-Voting Observer
                 3     Amend Bylaws Re: Reduce from 60        For        Against
                       Percent to 50 Percent the Total
                       Issued and Outstanding Common Shares
                       Required for a Quorum at a General
                       Meeting of the Company
                 4     Amend Bylaws Re: Make Future           For        Against
                       Amendments of the Bylaws Subject to
                       the Approval of a Majority of the
                       Votes Cast Instead of the Majority
                       of the Shares Entitled to Vote
                 5     Amend Bylaws Re: Make Certain          For        For
                       Changes to Update the Provisions of
                       the Bylaws
                 6     Transact Other Business (Non-Voting)   None       None


07/10/03 - S     Methode Electronics, Inc.        591520200                          06/05/03           152,000
                 *METHA*
                 1     Approve Tender Offer to Purchase All   For        For
                       Outstanding Shares of Class B common
                       Stock


07/08/03 - A     Nautica Enterprises, Inc.        639089101                          05/29/03           109,400
                       DISSIDENT PROXY (GREEN CARD)
                 1     Elect Directors (Opposition Slate)     For        For
                 2     Elect Directors (Opposition Slate)     For        For
                 3     Ratify Auditors                        For        For
                 4     Authorize stockholders holding 10%     For        For
                       or more of common stock to call
                       special meetings
                       MANAGEMENT PROXY (WHITE CARD)
                 1     Elect Directors                        For        DoNotVote
                 2     Ratify Auditors                        For        DoNotVote


09/17/03 - A     PLATINUM UNDERWRITERS HOLDINGS   G7127P100                          08/01/03            65,300
                 LTD *PTP*
                 1     Elect H. Baldwin, J. Bank, D.          For        For
                       Carmichael, N. Currie, J. Fishman,
                       G. Morrison, S. Newman, and P.
                       Pruitt as Directors
                 2a    Elect G. Morrison as Director of       For        For
                       Platinum Underwriters Bermuda, Ltd.
                 2b    Elect M. Price as Director of          For        For
                       Platinum Underwriters Bermuda, Ltd.
                 2c    Elect W. Robble as Director of         For        For
                       Platinum Underwriters Bermuda, Ltd.
                 3a    Elect G. Morrison as Director of       For        For
                       Platinum Re (UK) Ltd.
                 3b    Elect C. Pettengell as Director of     For        For
                       Platinum Re (UK) Ltd.
                 3c    Elect R. Porter as Director of         For        For
                       Platinum Re (UK) Ltd.
                 4     Approve Section 162(m) Performance     For        For
                       Incentive Plan
                 5     Ratify KPMG as Auditors                For        For


07/25/03 - A     Steris Corp. *STE*               859152100                          05/29/03            34,300
                 1     Elect Directors                        For        For
                       Shareholder Proposal
                 2     Declassify the Board of Directors      Against    Against


07/15/03 - A     Stratex Networks, Inc. *STXN*    86279T109                          05/22/03           702,400
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Richard C. Alberding
                       --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of Richard C.  Alberding.  We recommend
                          that shareholders  WITHHOLD votes from Richard C.
                          Alberding for standing as an affiliated  outsider
                          on the Audit Committee.
                 1.2   Elect Director John W. Combs --- For
                 1.3   Elect Director William A. Hasler ---
                       For
                 1.4   Elect Director Charles D. Kissner
                       --- For
                 1.5   Elect Director James D. Meindl,
                       Ph.D. --- For
                 1.6   Elect Director V. Frank Mendicino
                       --- For
                 1.7   Elect Director Edward F. Thompson
                       --- For
                 2     Approve Option Exchange Program        For        For


07/01/03 - A     The Men's Wearhouse, Inc. *MW*   587118100                          05/14/03            73,900
                 1     Elect Directors                        For        Split
                 1.1   Elect Director George Zimmer --- For
                 1.2   Elect Director David H. Edwab --- For
                 1.3   Elect Director Rinaldo S. Brutoco
                       --- Withhold
                          WITHHOLD   votes  from  Rinaldo  S.  Brutoco  for
                          standing  as  an   affiliated   outsider  on  the
                          Compensation   and   Nominating   and   Corporate
                          Governance committees.
                 1.4   Elect Director Michael L. Ray, Ph.D.
                       --- Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Michael  L.  Ray,  Ph.D.  for  paying   excessive
                          non-audit fees.
                 1.5   Elect Director Sheldon I. Stein ---
                       Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Sheldon I. Stein for paying  excessive  non-audit
                          fees.
                 1.6   Elect Director Kathleen Mason ---
                       Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Kathleen  Mason for  paying  excessive  non-audit
                          fees.
                       Shareholder Proposal
                 2     Implement and Monitor Code of          Against    Against
                       Corporate Conduct - ILO Standards
                       Management Proposal
                 3     Ratify Auditors                        For        Against


07/21/03 - A     Triumph Group, Inc. *TGI*        896818101                          05/30/03            34,100
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Richard C. Ill ---
                       Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of insider  Richard C. Ill for standing
                          as an insider on the Nominating Committee.
                 1.2   Elect Director John R. Bartholdson
                       --- For
                 1.3   Elect Director Richard C. Gozon ---
                       For
                 1.4   Elect Director Claude F. Kronk ---
                       For
                 1.5   Elect Director Joseph M. Silvestri
                       --- For
                 1.6   Elect Director William O. Albertini
                       --- For
                 1.7   Elect Director George S. Simpson ---
                       For
                 2     Ratify Auditors                        For        For


09/25/03 - A     Westell Technologies, Inc.       957541105                          08/04/03           203,000
                 *WSTL*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director John W. Seazholtz ---
                       Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Melvin J.  Simon,  Robert C. Penny
                          III, E. Van Cullens,  and John W.  Seazholtz  for
                          failure to  establish an  independent  nominating
                          committee.  also We recommend  that  shareholders
                          WITHHOLD  votes from Melvin J. Simon for standing
                          as an  insider  on  the  Audit  and  Compensation
                          committees,  and Robert C. Penny III, and John W.
                          Seazholtz   for   standing  as  insiders  on  the
                          Compensation Committee.
                 1.2   Elect Director Paul A. Dwyer, Jr.
                       --- For
                 1.3   Elect Director E. Van Cullens ---
                       Withhold
                 1.4   Elect Director Robert C. Penny III
                       --- Withhold
                 1.5   Elect Director Roger L. Plummer ---
                       For
                 1.6   Elect Director Bernard F.
                       Sergesketter --- For
                 1.7   Elect Director Melvin J. Simon ---
                       Withhold
                 2     Permit Stockholders Holding 25% or     For        For
                       more of the Companies Voting Power
                       to Call a Special Meeting
                 3     Amend Bylaws to Eliminate Provisions   For        For
                       from Selling Securities Having
                       Forward Pricing Provisions




                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT SMALL CAP STOCK FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

12/18/03 - S     Allied Waste Industries, Inc.     019589308                         11/03/03           104,100
                 *AW*
                 1      Approve Conversion of Securities      For        For


11/20/03 - A     CACI International, Inc. *CAI*    127190304                         09/24/03            29,500
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/20/03 - A     Corinthian Colleges, Inc.         218868107                         10/01/03            21,300
                 *COCO*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Paul R. St. Pierre
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of Paul R. St.  Pierre,  from  whom we
                          recommend   shareholders   WITHHOLD   votes   for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director Linda Arey Skladany,
                        Esq. --- For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Ratify Auditors                       For        For


10/24/03 - A     Dionex Corp. *DNEX*               254546104                         09/08/03            74,600
                 1      Elect Directors                       For        For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Ratify Auditors                       For        For


11/25/03 - A     Dycom Industries, Inc. *DY*       267475101                         10/03/03           123,400
                 1      Elect Directors                       For        For
                 1.1    Elect Director Steven E. Nielsen
                        --- For
                 1.2    Elect Director Stephen C. Coley ---
                        For
                 2      Approve Omnibus Stock Plan            For        For


12/04/03 - S     Encore Medical Corp. *ENMC*       29256E109                         10/20/03           262,300
                 1      Increase Authorized Common Stock      For        For
                 2      Amend Stock Option Plan               For        For
                 3      Other Business                        For        Against


11/17/03 - A     Ethan Allen Interiors Inc.        297602104                         09/26/03            58,300
                 *ETH*
                 1      Elect Director Frank G. Wisner        For        For
                 2      Ratify Auditors                       For        For


11/20/03 - S     Evergreen Resources, Inc. *EVG*   299900308                         09/26/03            75,300
                 1      Increase Authorized Common Stock      For        For


11/06/03 - A     G&K Services, Inc. *GKSRA*        361268105                         09/10/03            30,700
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                        Shareholder Proposal
                 3      Declassify the Board of Directors     Against    Against


10/22/03 - A     Global Payments, Inc. *GPN*       37940X102                         08/25/03            58,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Raymond L. Killian,
                        Jr. as Class I Director --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Gillian  H.
                          Denham. We recommend that  shareholders  WITHHOLD
                          votes from  Gillian H. Denham for  standing as an
                          affiliated   outsider  on  the  Compensation  and
                          Nominating committees.
                 1.2    Elect Director Michael W. Trapp as
                        Class II Director --- For
                 1.3    Elect Director Gerald J. Wilkins as
                        Class II Director --- For
                 1.4    Elect Director Alex W. Hart as
                        Class III Director --- For
                 1.5    Elect Director William I. Jacobs as
                        Class III Director --- For
                 1.6    Elect Director Gillian H. Denham as
                        Class III Director --- Withhold
                 1.7    Elect Director Alan M. Silberstein
                        as Class III Director --- For


11/12/03 - A     Harman International              413086109                         09/15/03            28,200
                 Industries, Inc. *HAR*
                 1      Elect Directors                       For        For
                 2      Approve Stock Split                   For        For


11/10/03 - A     Hyperion Solutions Corp. *HYSL*   44914M104                         09/16/03            50,300
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


11/24/03 - A     International Rectifier Corp.     460254105                         09/26/03            33,600
                 *IRF*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Omnibus Stock Plan              For        Against
                 4      Ratify Auditors                       For        For


10/20/03 - S     Legato Systems, Inc.              524651106                         09/05/03            56,800
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


11/25/03 - S     MAF Bancorp, Inc. *MAFB*          55261R108                         10/06/03            59,900
                 1      Approve Merger Agreement              For        For
                 2      Approve Omnibus Stock Plan            For        Against


11/07/03 - A     MatrixOne, Inc. *MONE*            57685P304                         09/09/03           169,800
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


11/19/03 - A     Medicis Pharmaceutical Corp.      584690309                         10/10/03            25,800
                 *MRX*
                 1      Elect Directors                       For        Withhold
                 1.1    Elect Director Arthur G. Altschul,
                        Jr. --- Withhold
                          We  recommend  withholding  votes from all of the
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Audit  Committee   members
                          Philip S. Schein,  M.D.  and Arthur G.  Altschul,
                          Jr. for paying excessive non-audit fees.
                 1.2    Elect Director Philip S. Schein,
                        M.D. --- Withhold
                 2      Increase Authorized Common Stock      For        Against
                 3      Ratify Auditors                       For        Against


11/17/03 - S     Mercury Computer Systems, Inc.    589378108                         10/03/03            66,700
                 *MRCY*
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Amend Stock Option Plan               For        For


10/28/03 - A     Perrigo Co. *PRGO*                714290103                         09/02/03           113,800
                 1      Elect Directors                       For        For
                 1.1    Elect Director Gary M. Cohen --- For
                 1.2    Elect Director David T. Gibbons ---
                        For
                 1.3    Elect Director Judith A. Hemberger
                        --- For
                 2      Approve Omnibus Stock Plan            For        For


10/30/03 - A     Regis Corp. *RGS*                 758932107                         09/19/03            65,000
                 1      Elect Directors                       For        For


11/13/03 - A     Resmed, Inc. *RMD*                761152107                         09/15/03            41,600
                 1      Elect Directors                       For        For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Approve Increase in Non-Executive     For        For
                        Director Fees
                 4      Ratify Auditors                       For        For


11/18/03 - A     Respironics, Inc. *RESP*          761230101                         10/03/03            37,700
                 1      Elect Directors                       For        For
                 1.1    Elect Director Joseph C. Lawyer ---
                        For
                          We recommend  shareholders vote FOR Sean McDonald
                          but WITHHOLD votes from Audit  Committee  members
                          John C. Miles II and Joseph C.  Lawyer for paying
                          excessive non-audit fees.
                 1.2    Elect Director Sean McDonald --- For
                 1.3    Elect Director John C. Miles II ---
                        For
                 2      Ratify Auditors                       For        For
                 3      Amend Omnibus Stock Plan              For        For


12/10/03 - A     Robbins & Myers, Inc. *RBN*       770196103                         10/17/03            31,400
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/07/03 - A     Ruby Tuesday, Inc. *RI*           781182100                         08/12/03           115,100
                 1      Elect Directors                       For        For
                 1.1    Elect Director Dr. Donald Ratajczak
                        --- For
                 1.2    Elect Director Samuel E. Beall, III
                        --- For
                 1.3    Elect Director Claire L. Arnold ---
                        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Impact of Genetically       Against    Against
                        Engineered Foods


10/23/03 - A     Techne Corp. *TECH*               878377100                         09/12/03            55,800
                 1      Fix Number of Directors               For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director Thomas E. Oland ---
                        For
                 2.2    Elect Director Roger C. Lucas,
                        Ph.D. --- Withhold
                          WITHHOLD  votes from Roger C.  Lucas,  Ph.D.  for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 2.3    Elect Director Howard V. O'Connell
                        --- For
                 2.4    Elect Director G. Arthur Herbert
                        --- For
                 2.5    Elect Director Randolph C. Steer,
                        M.D., Ph.D. --- For
                 2.6    Elect Director Christopher S.
                        Henney, D.Sc., Ph.D. --- For
                 2.7    Elect Director Robert V.
                        Baumgartner, C.P.A. --- For


12/04/03 - A     The Hain Celestial Group, Inc.    405217100                         10/31/03            39,500
                 *HAIN*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Irwin D. Simon ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Larry S.  Zilavy,  Roger  Meltzer,
                          Joseph Jimenez,  Marina Hahn,  James S. Gold, and
                          Jack   Futterman.   We   recommend   shareholders
                          WITHHOLD  votes from Roger  Meltzer  and James S.
                          Gold for standing as affiliated  outsiders on the
                          Compensation  Committee,  from Roger  Meltzer and
                          Joseph   Jimenez  for   standing  as   affiliated
                          outsiders on the Nominating  Committee,  and from
                          Audit Committee  members Larry S. Zilavy,  Marina
                          Hahn,  and Jack  Futterman  for paying  excessive
                          non-audit fees.
                 1.2    Elect Director Beth L. Bronner ---
                        For
                 1.3    Elect Director Jack Futterman ---
                        Withhold
                 1.4    Elect Director Daniel R. Glickman
                        --- For
                 1.5    Elect Director James S. Gold ---
                        Withhold
                 1.6    Elect Director Marina Hahn ---
                        Withhold
                 1.7    Elect Director Neil Harrison --- For
                 1.8    Elect Director Andrew R. Heyer ---
                        For
                 1.9    Elect Director Joseph Jimenez ---
                        Withhold
                 1.10   Elect Director Roger Meltzer ---
                        Withhold
                 1.11   Elect Director Larry S. Zilavy ---
                        Withhold
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Amend Non-Employee Director Stock     For        Against
                        Option Plan
                 4      Ratify Auditors                       For        Against
                          Percentage   of  total   fees   attributable   to
                          nonaudit work: 54.33 percent.


12/09/03 - A     Thor Industries, Inc. *THO*       885160101                         10/21/03            29,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Neil D. Chrisman ---
                        For
                 1.2    Elect Director Alan Siegel ---
                        Withhold
                          WITHHOLD  votes from Alan Siegel for  standing as
                          an affiliated  outsider on the  Compensation  and
                          Nominating & Corporate Governance committees.
                 1.3    Elect Director Geoffrey A. Thomson
                        --- For
                 2      Increase Authorized Common Stock      For        Against
                 3      Approve Executive Incentive Bonus     For        For
                        Plan


11/17/03 - A     Watson Wyatt & Company Holdings   942712100                         10/03/03            45,900
                 *WW*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Non-Employee Director Omnibus   For        For
                        Stock Plan
                 4      Other Business                        For        Against


12/16/03 - A     Wd-40 Company *WDFC*              929236107                         10/17/03            34,100
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Approve Non-Employee Director         For        For
                        Restricted Stock Plan
                 4      Ratify Auditors                       For        For


12/19/03 - S     Wind River Systems, Inc. *WIND*   973149107                         11/21/03           201,400
                 1      Amend Omnibus Stock Plan              For        For





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT SMALL CAP STOCK FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/10/04 - A     Advanced Digital Information      007525108                         01/12/04            76,682
                 Corp. *ADIC*
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Employee Stock Purchase Plan    For        For


01/23/04 - A     ADVO, Inc. *AD*                   007585102                         11/28/03            15,300
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


02/02/04 - A     Fair Isaac Inc. *FIC*             303250104                         12/05/03            26,800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director A. George Battle ---
                        For
                          A  substantial  majority of the board members are
                          independent  outsiders,  and key board committees
                          have no insiders or affiliated  outsiders.  While
                          we  commend  the board for  majority  independent
                          and key board  committees,  we are taking  action
                          on  the  employment   inducement  award  plan  as
                          described   below.        Employment   Inducement
                          Award        In   November   2003,   Fair   Isaac
                          announced   that  its  board  of  directors   has
                          approved  the 2003  Employment  Inducement  Award
                          Plan.  The plan  reserves 1.5 million  shares for
                          granting   inducement  stock  options  and  other
                          awards  that  meet  the  "employment   inducement
                          award"  provisions of the NYSE's recently revised
                          listing     standards.        The      employment
                          inducement  awards  will be  administered  by the
                          independent  compensation  committee members. The
                          1.5  million  employment  inducement  shares that
                          have been reserved  represent  3.2% of the common
                          shares  outstanding  as of  record  date.  At the
                          time  of  the  press  release,  the  company  had
                          granted   169,500   stock   options   to  53  new
                          employees in connection  with its  acquisition of
                          the assets of Seurat  Company and its  affiliated
                          companies.        We  support  the  NYSE  listing
                          reforms and  applauds  its efforts to improve the
                          corporate  governance  system.  While we  support
                          the  proposed  set of rules on the whole,  one of
                          our  concerns  is the  exemption  for  inducement
                          grants.  Companies may abuse the inducement grant
                          provision  and also  use it to avoid  shareholder
                          approval.  We believe that companies should grant
                          employment  inducement  awards  sparingly and use
                          it for few specific  identified  individuals.  In
                          this case,  Fair Isaac has  allocated  the number
                          of   employment   inducement   grants   prior  to
                          identifying  the specific  recipients.  Moreover,
                          shareholders    have   not   been   allowed   the
                          opportunity  to weigh in on the  approval  of the
                          plan to reserve these 1.5 million  shares,  which
                          represents a significant  number of the company's
                          common  shares  outstanding  as of  record  date.
                                  Therefore,   we   recommend   withholding
                          votes  from the  compensation  committee  members
                          (Alex W. Hart,  Philip G. Heasley and Margaret L.
                          Taylor)  who  administer  the  company's   equity
                          plans.        We   recommend   a  vote   FOR  all
                          directors except Alex W. Hart,  Philip G. Heasley
                          and Margaret L. Taylor.
                 1.2    Elect Director Tony J. Christianson
                        --- For
                 1.3    Elect Director Thomas G. Grudnowski
                        --- For
                 1.4    Elect Director Alex W. Hart ---
                        Withhold
                 1.5    Elect Director Philip G. Heasley
                        --- Withhold
                 1.6    Elect Director Guy R. Henshaw ---
                        For
                 1.7    Elect Director David S.P. Hopkins
                        --- For
                 1.8    Elect Director Margaret L. Taylor
                        --- Withhold
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


02/04/04 - A     Florida Rock Industries, Inc.     341140101                         12/08/03            51,370
                 *FRK*
                 1      Elect Directors                       For        For


01/28/04 - A     Hutchinson Technology             448407106                         12/04/03            52,500
                 Incorporated *HTCH*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director W. Thomas Brunberg
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions of  independent  outsiders  Richard B.
                          Solum, R. Frederick  McCoy,  Jr., Russell Huffer,
                          and  W.  Thomas   Brunberg.   We  recommend  that
                          shareholders  WITHHOLD  votes  from R.  Frederick
                          McCoy,   Jr.  for  poor   attendance   and  Audit
                          Committee  members  Richard  B.  Solum,   Russell
                          Huffer,   and  W.  Thomas   Brunberg  for  paying
                          excessive non-audit fees.
                 1.2    Elect Director Archibald Cox, Jr.
                        --- For
                 1.3    Elect Director Wayne M. Fortun ---
                        For
                 1.4    Elect Director Jeffrey W. Green ---
                        For
                 1.5    Elect Director Russell Huffer ---
                        Withhold
                 1.6    Elect Director R. Frederick McCoy,
                        Jr. --- Withhold
                 1.7    Elect Director William T. Monahan
                        --- For
                 1.8    Elect Director Richard B. Solum ---
                        Withhold
                 2      Ratify Auditors                       For        Against


03/23/04 - A     IDEX Corp. *IEX*                  45167R104                         02/17/04            76,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Paul E. Raether ---
                        Withhold
                          We  recommend  a vote  FOR Neil A.  Springer  and
                          Dennis   K.    Williams.    We   recommend   that
                          shareholders  WITHHOLD votes from Paul E. Raether
                          for  standing  as an  affiliated  outsider on the
                          nominating committee.
                 1.2    Elect Director Neil A. Springer ---
                        For
                 1.3    Elect Director Dennis K. Williams
                        --- For
                 2      Ratify Auditors                       For        For


01/26/04 - S     International Rectifier Corp.     460254105                         12/19/03            25,700
                 *IRF*
                 1      Increase Authorized Common Stock      For        For


02/10/04 - A     Jacobs Engineering Group Inc.     469814107                         01/05/04            42,800
                 *JEC*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


02/12/04 - A     Kronos Inc. *KRON*                501052104                         12/17/03            45,350
                 1      Elect Directors                       For        For
                 1.1    Elect Director Richard J. Dumler
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Samuel Rubinovitz
                        --- For
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For
                 4      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


02/05/04 - A     MarineMax, Inc. *HZO*             567908108                         12/19/03            83,000
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/02/04 - A     Mesa Air Group, Inc. *MESA*       590479101                         01/09/04           129,800
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        Against
                 3      Submit Shareholder Rights Plan        Against    For
                        (Poison Pill) to Shareholder Vote
                 4      Ratify Auditors                       For        For


01/06/04 - A     MSC Industrial Direct Co., Inc.   553530106                         12/01/03           119,800
                 *MSM*
                 1      Elect Directors                       For        For
                 2      Amend Restricted Stock Plan           For        For
                 3      Amend Stock Option Plan               For        For
                 4      Amend Stock Option Plan               For        For
                 5      Amend Stock Option Plan               For        For
                 6      Amend Employee Stock Purchase Plan    For        For
                 7      Ratify Auditors                       For        For


03/03/04 - A     Parametric Technology Corp.       699173100                         01/09/04           650,900
                 *PMTC*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


03/24/04 - A     Photronics, Inc. *PLAB*           719405102                         02/12/04            15,200
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For


02/27/04 - A     Piedmont Natural Gas Co., Inc.    720186105                         01/09/04            36,700
                 *PNY*
                 A.1    Elect Director Jerry W. Amos          For        For
                 A.2    Elect Director D. Hayes Clement       For        For
                 A.3    Elect Director Thomas E. Skains       For        For
                 A.4    Elect Director Frank B. Holding, Jr.  For        For
                 A.5    Elect Director David E. Shi           For        For
                 B      Ratify Auditors                       For        For
                 C      Approve/Amend Executive Incentive     For        For
                        Bonus Plan


01/29/04 - A     Planar Systems, Inc. *PLNR*       726900103                         12/12/03            81,600
                 1      Elect Directors                       For        For


02/11/04 - A     Plexus Corp. *PLXS*               729132100                         12/12/03            74,900
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/26/04 - A     Quiksilver, Inc. *ZQK*            74838C106                         02/06/04           152,900
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William M. Barnum,
                        Jr. --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of independent  outsider Franck Riboud,
                          affiliated  outsiders Robert G. Kirby, Charles E.
                          Crowe,  and  insiders  Robert B.  McKnight,  Jr.,
                          Bernard Mariette.  We recommend that shareholders
                          WITHHOLD   votes  from  Franck  Riboud  for  poor
                          attendance,  Robert G. Kirby for  standing  as an
                          affiliated    outsider    on   the    Audit   and
                          Compensation   committees   and  for  failure  to
                          establish  a  majority   independent  board,  and
                          Charles E.  Crowe,  Robert B.  McKnight,  Jr. and
                          Bernard  Mariette  for  failure  to  establish  a
                          majority independent board.
                 1.2    Elect Director Charles E. Crowe ---
                        Withhold
                 1.3    Elect Director Michael H. Gray ---
                        For
                 1.4    Elect Director Robert G. Kirby ---
                        Withhold
                 1.5    Elect Director Bernard Mariette ---
                        Withhold
                 1.6    Elect Director Robert B. McKnight,
                        Jr. --- Withhold
                 1.7    Elect Director Franck Riboud ---
                        Withhold
                 1.8    Elect Director Tom Roach --- For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Approval of the Terms of the          For        For
                        Executive Incentive Plan


02/12/04 - A     Raymond James Financial, Inc.     754730109                         12/15/03            79,408
                 *RJF*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Angela M. Biever ---
                        For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Jonathan A. Bulkley
                        --- For
                 1.3    Elect Director Francis S. Godbold
                        --- For
                 1.4    Elect Director H. William
                        Habermeyer, Jr. --- For
                 1.5    Elect Director Chet Helck --- For
                 1.6    Elect Director Harvard H. Hill,
                        Jr., CFP --- For
                 1.7    Elect Director Thomas A. James ---
                        For
                 1.8    Elect Director Dr. Paul W. Marshall
                        --- For
                 1.9    Elect Director Kenneth A. Shields
                        --- For
                 1.10   Elect Director Hardwick Simmons ---
                        For
                 2      Approve Incentive Compensation        For        For
                        Criteria for Certain Executive
                        Officers
                          Because  qualification  of  the  above  incentive
                          compensation  criteria  under 162(m) will provide
                          the company with tax deductibility,  we recommend
                          a vote FOR this proposal.
                 3      Ratify Auditors                       For        For


03/30/04 - A     Skyworks Solutions, Inc. *SWKS*   83088M102                         01/30/04           163,696
                 1      Elect Directors                       For        For
                 1.1    Elect Director Kevin L. Beebe ---
                        For
                 1.2    Elect Director Timothy R. Furey ---
                        For
                 1.3    Elect Director David J. Mclachlan
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


02/06/04 - A     Sybron Dental Specialties, Inc.   871142105                         12/17/03            75,700
                 *SYD*
                 1      Elect Directors                       For        For


02/26/04 - A     Tetra Tech, Inc. *TTEK*           88162G103                         12/29/03            82,700
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


03/23/04 - A     The Cooper Companies, Inc.        216648402                         02/03/04            42,300
                 *COO*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Amend Omnibus Stock Plan              For        For


03/12/04 - A     The Toro Company *TTC*            891092108                         01/14/04            27,500
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert C. Buhrmaster
                        --- For
                 1.2    Elect Director Winslow H. Buxton
                        --- For
                 1.3    Elect Director Robert H. Nassau ---
                        For
                 1.4    Elect Director Christopher A.
                        Twomey --- For
                 2      Ratify Auditors                       For        For
                 3      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


02/04/04 - A     Varian Inc *VARI*                 922206107                         12/12/03            42,200
                 1      Elect Directors                       For        For
                 1.1    Elect Director John G. McDonald ---
                        For
                 1.2    Elect Director Wayne R. Moon --- For
                 2      Approve/Amend Executive Incentive     For        For
                        Bonus 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.


02/10/04 - A     Varian Semiconductor Equipment    922207105                         12/15/03            40,200
                 Associates, Inc. *VSEA*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert W. Dutton ---
                        For
                          We recommend a vote FOR the directors.
                 2      Amend Omnibus Stock Plan              For        For
                          The cost  associated  with the  proposed  100,000
                          shares of performance units,  performance shares,
                          and/or   restricted  stock  is  included  in  the
                          calculations  below.  As such,  because the total
                          cost of the  company's  plans of 9.95  percent is
                          within  the  allowable  cap for this  company  of
                          12.31  percent,  we  recommend  a vote  FOR  this
                          proposal.
                 3      Amend Omnibus Stock Plan              For        For
                          The  total  cost of the  company's  plans of 9.95
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.
                 4      Ratify Auditors                       For        For


01/21/04 - A     Washington Federal, Inc. *WFSL*   938824109                         11/28/03            65,248
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Thomas F. Kenney ---
                        For
                 1.2    Elect Director Derek L. Chinn ---
                        Withhold
                          WITHHOLD  votes from Derek L. Chinn for  standing
                          as an affiliated  outsider on the Audit Committee
                          and  W.   Alden   Harris  for   standing   as  an
                          affiliated    outsider   on   the    Compensation
                          Committee.
                 1.3    Elect Director W. Alden Harris ---
                        Withhold
                 1.4    Elect Director Guy C. Pinkerton ---
                        For
                 2      Ratify Auditors                       For        For


01/13/04 - A     Winnebago Industries, Inc.        974637100                         11/10/03            21,900
                 *WGO*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Joseph W. England
                        --- For
                 1.2    Elect Director Irvin E. Aal --- For
                 2      Approve Omnibus Stock Plan            For        For





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT SMALL CAP STOCK FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

05/20/04 - A     Advanced Fibre Communications,   00754A105                          03/23/04            49,400
                 Inc. *AFCI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     ADVANCED MEDICAL OPTICS INC      00763M108                          03/26/04            91,800
                 *AVO*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


06/16/04 - A     Aeropostale, Inc *ARO*           007865108                          04/29/04            54,200
                 1     Classify the Board of Directors       For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/12/04 - A     Alexandria Real Estate           015271109                          03/29/04            24,200
                 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            38,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     American Power Conversion        029066107                          04/14/04            90,500
                 Corp. *APCC*
                 1     Fix Number of Directors               For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Rodger B. Dowdell,
                       Jr. --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Rodger B. Dowdell,  Jr.,
                          Emanuel E.  Landsman and Neil E.  Rasmussen  and
                          affiliated  outsider Ervin F. Lyon. We recommend
                          that shareholders  WITHHOLD votes from Rodger B.
                          Dowdell,  Jr.,  Emanuel E.  Landsman and Neil E.
                          Rasmussen  for  failure to  establish a majority
                          independent   board.   We  also  recommend  that
                          shareholders  WITHHOLD  votes from Ervin F. Lyon
                          for  standing as an  affiliated  outsider on the
                          Audit,  Compensation  and Nominating  committees
                          and  for   failure  to   establish   a  majority
                          independent board.
                 2.2   Elect Director Emanuel E. Landsman
                       --- Withhold
                 2.3   Elect Director Neil E. Rasmussen
                       --- Withhold
                 2.4   Elect Director Ervin F. Lyon ---
                       Withhold
                 2.5   Elect Director James D. Gerson ---
                       For
                 2.6   Elect Director John G. Kassakian
                       --- For
                 2.7   Elect Director John F. Keane, Sr.
                       --- For
                 2.8   Elect Director Ellen B. Richstone
                       --- For
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     AnnTaylor Stores Corp. *ANN*     036115103                          03/08/04            39,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Applebee's International, Inc.   037899101                          03/15/04            47,900
                 *APPB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms


05/20/04 - A     Aqua America, Inc. *WTR*         03836W103                          03/29/04            70,146
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of 200,000,000 shares is
                          above the  allowable  threshold  of  160,000,000
                          shares.
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/11/04 - A     Argonaut Group, Inc. *AGII*      040157109                          04/05/04           126,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Hector De Leon ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Fayez  S.
                          Sarofim.    We   recommend   that   shareholders
                          WITHHOLD  votes from Fayez S.  Sarofim  for poor
                          attendance.
                 1.2   Elect Director Frank W. Maresh ---
                       For
                 1.3   Elect Director Allan W. Fulkerson
                       --- For
                 1.4   Elect Director David Hartoch --- For
                 1.5   Elect Director John R. Power, Jr.
                       --- For
                 1.6   Elect Director George A. Roberts
                       --- For
                 1.7   Elect Director Fayez S. Sarofim ---
                       Withhold
                 1.8   Elect Director Mark E. Watson III
                       --- For
                 1.9   Elect Director Gary V. Woods --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 6     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/26/04 - A     Arris Group Inc *ARRS*           04269Q100                          04/12/04            44,435
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/06/04 - A     Artesyn Technologies, Inc.       043127109                          03/08/04           127,700
                 *ATSN*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward S. Croft, III
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Ronald  D.
                          Schmidt.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  Ronald  D.  Schmidt  for
                          standing  as  an  affiliated   outsider  on  the
                          Governance and Nominating Committee.
                 1.2   Elect Director Lawrence J. Matthews
                       --- For
                 1.3   Elect Director Joseph M. O'Donnell
                       --- For
                 1.4   Elect Director Stephen A.
                       Ollendorff --- For
                 1.5   Elect Director Phillip A. O'Reilly
                       --- For
                 1.6   Elect Director Bert Sager --- For
                 1.7   Elect Director A. Eugene Sapp, Jr.
                       --- For
                 1.8   Elect Director Ronald D. Schmidt
                       --- Withhold
                 1.9   Elect Director Lewis Solomon --- For
                 1.10  Elect Director John M. Steel --- For
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


06/17/04 - A     Autodesk, Inc. *ADSK*            052769106                          05/05/04            68,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Policy Regarding Equity-Based   Against    For                    ShrHoldr
                       Compensation for Executives
                          Given that the  company  does not  maintain  any
                          mechanisms  that promote the long-term value for
                          shareholders,  we believe  that support for this
                          non-binding  proposal  sends a strong message to
                          the  board  to  require  executives  to  have  a
                          long-term  stake  in  the  company.   Therefore,
                          executives   are   committed   to  promote   the
                          long-term value for shareholders.


04/27/04 - A     Autoliv Inc. *ALV*               052800109                          03/02/04            34,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Avocent Corporation *AVCT*       053893103                          04/30/04            53,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Axcelis Technologies Inc         054540109                          03/08/04           118,900
                 *ACLS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gary L. Tooker ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of  affiliated  outsider  Alexander M.
                          Cutler. We recommend that shareholders  WITHHOLD
                          votes from  Alexander  M. Cutler for standing as
                          an    affiliated    outsider   on   the   Audit,
                          Compensation and Nominating committees.
                 1.2   Elect Director Patrick H. Nettles
                       --- For
                 1.3   Elect Director Alexander M. Cutler
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     BOK Financial Corp. *BOKF*       05561Q201                          03/01/04            63,163
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director C. Fred Ball, Jr.
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated   outsider  James  A.
                          Robinson,  independent outsiders Steven E. Moore
                          and  David L.  Kyle,  and  insiders  Stanley  A.
                          Lybarger,  George B.  Kaiser,  V. Burns  Hargis,
                          Robert  G.  Greer,  and C.  Fred  Ball,  Jr.  We
                          recommend that shareholders  WITHHOLD votes from
                          Steven  E.  Moore  and  David  L.  Kyle for poor
                          attendance,  from Stanley A. Lybarger and George
                          B.  Kaiser  for  standing  as  insiders  on  the
                          Compensation   Committee   and  for  failure  to
                          establish an independent  nominating  committee,
                          and from James A.  Robinson  for  standing as an
                          affiliated    outsider   on   the   Compensation
                          Committee   and  for  failure  to  establish  an
                          independent   nominating   committee.   We  also
                          recommend that shareholders  WITHHOLD votes from
                          V. Burns  Hargis,  Robert G. Greer,  and C. Fred
                          Ball,   Jr.   for   failure  to   establish   an
                          independent nominating committee.
                 1.2   Elect Director Sharon J. Bell ---
                       For
                 1.3   Elect Director Joseph E. Cappy ---
                       For
                 1.4   Elect Director Luke R. Corbett ---
                       For
                 1.5   Elect Director William E. Durrett
                       --- For
                 1.6   Elect Director Robert G. Greer ---
                       Withhold
                 1.7   Elect Director David F. Griffin ---
                       For
                 1.8   Elect Director V. Burns Hargis ---
                       Withhold
                 1.9   Elect Director E. Carey Joullian,
                       IV --- For
                 1.10  Elect Director George B. Kaiser ---
                       Withhold
                 1.11  Elect Director Judith Z. Kishner
                       --- For
                 1.12  Elect Director David L. Kyle ---
                       Withhold
                 1.13  Elect Director Robert J. LaFortune
                       --- For
                 1.14  Elect Director Stanley A. Lybarger
                       --- Withhold
                 1.15  Elect Director Steven J. Malcolm
                       --- For
                 1.16  Elect Director Paula
                       Marshall-Chapman --- For
                 1.17  Elect Director Steven E. Moore ---
                       Withhold
                 1.18  Elect Director James A. Robinson
                       --- Withhold
                 1.19  Elect Director L. Francis Rooney,
                       III --- For


04/30/04 - A     Boyd Gaming Corp. *BYD*          103304101                          03/31/04            71,200
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director William S. Boyd ---
                       Withhold
                          We  recommend  a vote FOR  Peter M.  Thomas  and
                          Frederick  J. Schwab and a WITHHOLD  for William
                          S.  Boyd  for   standing  as  an  insider  on  a
                          non-majority independent board.
                 2.2   Elect Director Frederick J. Schwab
                       --- For
                 2.3   Elect Director Peter M. Thomas ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt


04/27/04 - A     Brooks Automation, Inc. *BRKS*   114340102                          03/05/04            43,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/13/04 - A     Chicago Bridge & Iron Co.        167250109                          04/01/04            59,300
                 *CBI*
                       Meeting for Holders of ADRs
                 1     FIRST POSITION: BALLENGEE             For        For                    Mgmt
                 2     FIRST POSITION: BORDAGES              Against    Abstain                Mgmt
                 3     SECOND POSITION: SIMPSON              For        For                    Mgmt
                 4     SECOND POSITION: LEVENTRY             Against    Abstain                Mgmt
                 5     TO AUTHORIZE THE PREPARATION OF THE   For        For                    Mgmt
                       ANNUAL ACCOUNTS AND ANNUAL REPORT
                       IN THE ENGLISH LANGUAGE AND ADOPT
                       DUTCH STATUTORY ANNUAL ACCOUNTS
                 6     TO DISCHARGE MANAGEMENT BOARD AND     For        For                    Mgmt
                       SUPERVISORY BOARD FROM LIABILITY IN
                       EXERCISE OF THEIR DUTIES
                 7     TO RESOLVE THE FINAL DIVIDEND         For        For                    Mgmt
                 8     TO REPURCHASE UP TO 30% OF THE        For        Against                Mgmt
                       ISSUED SHARE CAPITAL
                 9     TO CANCEL SHARES TO BE ACQUIRED BY    For        For                    Mgmt
                       THE COMPANY IN ITS OWN SHARE CAPITAL
                 10    TO APPROVE THE EXTENSION OF THE       For        For                    Mgmt
                       AUTHORITY TO ISSUE AND/OR GRANT
                       RIGHTS ON SHARES AND TO LIMIT OR
                       EXCLUDE PREEMPTIVE RIGHTS
                 11    TO INCREASE THE AMOUNT OF THE         For        For                    Mgmt
                       AUTHORIZED SHARE CAPITAL
                 12    TO APPOINT DELOITTE & TOUCHE AS THE   For        For                    Mgmt
                       COMPANY S INDEPENDENT PUBLIC
                       ACCOUNTANTS


05/06/04 - A     Church & Dwight Co., Inc.        171340102                          03/12/04             9,800
                 *CHD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     CIMAREX ENERGY CO *XEC*          171798101                          03/26/04            66,300
                 1     Elect Directors                       For        For                    Mgmt


05/25/04 - A     Community Health Systems, Inc.   203668108                          03/31/04            44,900
                 *CYH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/04/04 - A     Cooper Tire & Rubber Co. *CTB*   216831107                          03/09/04           117,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Arthur H. Aronson
                       --- For
                 1.2   Elect Director Thomas A. Dattilo
                       --- For
                 1.3   Elect Director Byron O. Pond --- For
                 2     Ratify Auditors                       Against    For                    ShrHoldr
                          This  proposal  would not effect  the  company's
                          ability to select its auditor,  but rather would
                          allow  shareholders  the  right to ratify or not
                          ratify  that  choice.  We note that the  company
                          has not,  in the past,  put the  auditor  up for
                          ratification.  We also note  that the  non-audit
                          related fees paid to Ernst & Young,  in the past
                          fiscal  year  represented  47.07  percent of the
                          total  fees  paid to that  firm.  The  company's
                          Audit   Committee   has   established  a  policy
                          regarding   pre-approval   of  all   audit   and
                          non-audit  services  expected to be performed by
                          Ernst  &  Young.          Before  the  corporate
                          accounting-related  scandals  of  the  past  two
                          years,  ratification  of auditors was  generally
                          viewed as a routine  agenda  item. A vote for an
                          auditor by  shareholders  is  confirmation  that
                          the  auditor  has   objectively   reviewed   the
                          company's  financial  statements  for compliance
                          with generally accepted  accounting  principles.
                          Due  to  the   recent   SEC  rules  on   auditor
                          independence and increased  shareholder scrutiny
                          on  this   issue,   however,   ratification   of
                          auditors  has turned  into a more  controversial
                          agenda   item.   As  such,   we   believe   that
                          shareholders  should  have  the  opportunity  to
                          assess the auditor's  general  performance,  the
                          audit  and  non-audit  related  fees paid by the
                          company,     and    the    auditor's     overall
                          independence.  Therefore,  we  recommend  a vote
                          for this proposal.


04/21/04 - A     Corus Bankshares, Inc. *CORS*    220873103                          02/23/04            52,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Joseph C. Glickman
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of Michael J.  Mcclure and Steven D.
                          Fifield.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Michael  J.  Mcclure  for
                          standing as an affiliated  outsider on the Audit
                          Committee,  Steven D. Fifield for standing as an
                          affiliated    outsider   on   the   Compensation
                          Committee,  and Michael J.  Mcclure for standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.2   Elect Director Robert J. Glickman
                       --- Withhold
                 1.3   Elect Director Robert J. Buford ---
                       For
                 1.4   Elect Director Steven D. Fifield
                       --- Withhold
                 1.5   Elect Director Rodney D. Lubeznik
                       --- For
                 1.6   Elect Director Michael J. Mcclure
                       --- Withhold
                 1.7   Elect Director Peter C. Roberts ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Cullen/Frost Bankers, Inc.       229899109                          04/02/04            28,900
                 *CFR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Cymer, Inc. *CYMI*               232572107                          03/31/04            27,066
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Charles J. Abbe ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from Audit Committee  members and
                          independent  outsiders  Edward H. Braun for poor
                          attendance,   for  paying  excessive   non-audit
                          fees,  and for  failing  to remove a  dead-hand,
                          slow-hand,  or similar  feature in the company's
                          poison   pill,   Charles   J.  Abbe  for  paying
                          excessive  non-audit  fees,  and for  failing to
                          remove  a  dead-hand,   slow-hand,   or  similar
                          feature  in  the  company's   poison  pill,  and
                          Michael   R.   Gaulke   for   paying   excessive
                          non-audit  fees,  and for  failing  to  remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's  poison pill. From Peter J. Simone for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee,  and for failing to remove
                          a dead-hand,  slow-hand,  or similar  feature in
                          the company's  poison pill.  Lastly from insider
                          Robert P. Akins,  affiliated outsider William G.
                          Oldham,  independent  outsiders  Young K.  Sohn,
                          and Jon D.  Tompkins  for  failing  to  remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill.
                 1.2   Elect Director Robert P. Akins ---
                       Withhold
                 1.3   Elect Director Edward H. Braun ---
                       Withhold
                 1.4   Elect Director Michael R. Gaulke
                       --- Withhold
                 1.5   Elect Director William G. Oldham
                       --- Withhold
                 1.6   Elect Director Peter J. Simone ---
                       Withhold
                 1.7   Elect Director Young K. Sohn ---
                       Withhold
                 1.8   Elect Director Jon D. Tompkins ---
                       Withhold
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                          We  approve  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        Against                Mgmt
                          In this  case,  66.87  percent of the total fees
                          paid  to  the   auditor   is   attributable   to
                          non-audit  work.  This notably  disproportionate
                          fee arrangement could  significantly  impair the
                          auditor's independence.


04/19/04 - A     Cypress Semiconductor Corp.      232806109                          03/01/04            90,485
                 *CY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total  cost of the plan of 29.96  percent is
                          above  the  allowable  cap for this  company  of
                          12.74 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Cytyc Corporation *CYTC*         232946103                          04/05/04            95,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     DADE BEHRING HLDGS INC *DADE*    23342J206                          03/30/04            52,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/17/04 - A     Dendrite International, Inc.     248239105                          03/22/04           119,000
                 *DRTE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John E. Bailye ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Patrick J.  Zenner.  We  recommend
                          that  shareholders  WITHHOLD  votes from Patrick
                          J. Zenner for sitting on more than six boards.
                 1.2   Elect Director John A. Fazio --- For
                 1.3   Elect Director Bernard M. Goldsmith
                       --- For
                 1.4   Elect Director Edward J. Kfoury ---
                       For
                 1.5   Elect Director Paul A. Margolis ---
                       For
                 1.6   Elect Director John H. Martinson
                       --- For
                 1.7   Elect Director Terence H. Osborne
                       --- For
                 1.8   Elect Director Patrick J. Zenner
                       --- Withhold


05/18/04 - A     Developers Diversified Realty    251591103                          03/22/04            31,500
                 Corp. *DDR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Shareholder Rights Plan         For        For                    Mgmt
                       (Poison Pill)
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     EastGroup Properties, Inc.       277276101                          04/14/04            41,900
                 *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
                 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
                 3     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/27/04 - A     EDO Corp. *EDO*                  281347104                          03/05/04            94,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan


05/18/04 - A     Encore Medical Corp. *ENMC*      29256E109                          04/02/04           367,150
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard O. Martin,
                       Ph.D. --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider Zubeen Shroff.
                          We recommend  that  shareholders  WITHHOLD votes
                          from   Zubeen   Shroff   for   standing   as  an
                          affiliated    outsider   on   the   Compensation
                          Committee.
                 1.2   Elect Director Zubeen Shroff ---
                       Withhold
                 1.3   Elect Director Bruce Wesson --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/28/04 - A     Energen Corp. *EGN*              29265N108                          03/05/04            55,600
                 1     Elect Directors                       For        For                    Mgmt


05/13/04 - A     Energy Partners, Ltd *EPL*       29270U105                          03/17/04           164,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard A. Bachmann
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  William  O.
                          Hiltz. We recommend that  shareholders  WITHHOLD
                          votes from  William O. Hiltz for  standing as an
                          affiliated outsider on the Audit Committee.
                 1.2   Elect Director John C Bumgarner ---
                       For
                 1.3   Elect Director Jerry D. Carlisle
                       --- For
                 1.4   Elect Director Harold D. Carter ---
                       For
                 1.5   Elect Director Enoch L. Dawkins ---
                       For
                 1.6   Elect Director Robert D. Gershen
                       --- For
                 1.7   Elect Director William O. Hiltz ---
                       Withhold
                 1.8   Elect Director John G. Phillips ---
                       For
                 1.9   Elect Director Dr. Eamon M. Kelly
                       --- 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.


05/13/04 - A     Entercom Communications Corp.    293639100                          03/19/04            37,100
                 *ETM*
                 1     Elect Directors                       For        For                    Mgmt


05/07/04 - A     Evergreen Resources, Inc.        299900308                          03/12/04            66,800
                 *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


04/30/04 - A     Federal Signal Corp. *FSS*       313855108                          03/02/04            89,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     First Bancorp(Puerto Rico)       318672102                          03/16/04            54,050
                 *FBP*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Angel Alvarez Perez
                       --- For
                 1.2   Elect Director Jose Luis
                       Ferrer-Canals --- For
                 1.3   Elect Director Sharee Ann
                       Umpierre-Catinchi --- For
                 2     Elect Director Jose Menendez Cortada  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/20/04 - A     First Midwest Bancorp, Inc.      320867104                          03/26/04            83,500
                 *FMBI*
                 1     Elect Directors                       For        For                    Mgmt


05/26/04 - A     Fossil, Inc. *FOSL*              349882100                          03/31/04            68,452
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Tom Kartsotis ---
                       Withhold
                          We  recommend  a vote FOR  Donald  J.  Stone but
                          WITHHOLD  votes  from  all  other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          insider  Jal S. Shroff and  affiliated  outsider
                          Tom   Kartsotis  for  failure  to  establish  an
                          independent   nominating   committee   and   for
                          failure    to    establish     majority    board
                          independence.
                 1.2   Elect Director Jal S. Shroff ---
                       Withhold
                 1.3   Elect Director Donald J. Stone ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/12/04 - A     Genesee & Wyoming Inc. *GWR*     371559105                          03/29/04            46,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Genlyte Group, Inc. (The)        372302109                          03/08/04            24,500
                 *GLYT*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Larry K. Powers ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from  insiders  Zia Eftekhar and
                          Larry K.  Powers  for  failure to  establish  an
                          independent nominating committee.
                 1.2   Elect Director Zia Eftekhar ---
                       Withhold


05/13/04 - A     Gentex Corp. *GNTX*              371901109                          03/19/04            28,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Graco Inc. *GGG*                 384109104                          02/23/04            38,925
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/24/04 - A     Granite Construction Inc.        387328107                          03/26/04            81,566
                 *GVA*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Rebecca A. McDonald
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  George  B.
                          Searle. We recommend that shareholders  WITHHOLD
                          votes from George B.  Searle for  standing as an
                          affiliated outsider on the  Audit/Compliance and
                          Compensation committees.
                 1.2   Elect Director George B. Searle ---
                       Withhold
                 1.3   Elect Director William G. Dorey ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 4     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     H.B. Fuller Co. *FUL*            359694106                          02/20/04            57,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     HCC Insurance Holdings, Inc.     404132102                          04/05/04            84,500
                 *HCC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/06/04 - A     Heartland Express, Inc. *HTLD*   422347104                          03/10/04           108,345
                 1     Elect Directors                       For        For                    Mgmt


05/25/04 - A     Henry Schein, Inc. *HSIC*        806407102                          04/15/04            34,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Stanley M. Bergman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception of Pamela  Joseph.  We recommend  that
                          shareholders  WITHHOLD  votes from Pamela Joseph
                          for poor attendance.
                 1.2   Elect Director Gerald A. Benjamin
                       --- For
                 1.3   Elect Director James P. Breslawski
                       --- For
                 1.4   Elect Director Mark E. Mlotek ---
                       For
                 1.5   Elect Director Steven Paladino ---
                       For
                 1.6   Elect Director Barry J. Alperin ---
                       For
                 1.7   Elect Director Pamela Joseph ---
                       Withhold
                 1.8   Elect Director Donald J. Kabat ---
                       For
                 1.9   Elect Director Marvin H. Schein ---
                       For
                 1.10  Elect Director Irving Shafran ---
                       For
                 1.11  Elect Director Philip A. Laskawy
                       --- For
                 1.12  Elect Director Norman S. Matthews
                       --- For
                 1.13  Elect Director Louis W. Sullivan
                       --- For
                 1.14  Elect Director Margaret A. Hamburg
                       --- For
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     HRPT Properties Trust *HRP*      40426W101                          03/19/04           102,300
                 1     Elect Directors                       For        For                    Mgmt


05/19/04 - A     IDEXX Laboratories, Inc.         45168D104                          03/22/04            25,900
                 *IDXX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Ingram Micro, Inc. *IM*          457153104                          03/26/04           251,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Orrin H. Ingram II
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Orrin  H.
                          Ingram  II.  We  recommend   that   shareholders
                          WITHHOLD  votes  from  Orrin  H.  Ingram  II for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation Committee.
                 1.2   Elect Director Michael T. Smith ---
                       For
                 1.3   Elect Director Joe B. Wyatt --- For
                 1.4   Elect Director Howard I. Atkins ---
                       For


04/27/04 - A     Inter-Tel, Inc. *INTL*           458372109                          03/05/04            70,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Steven G. Mihaylo
                       --- For
                 1.2   Elect Director J. Robert Anderson
                       --- For
                 1.3   Elect Director Jerry W. Chapman ---
                       For
                 1.4   Elect Director Gary D. Edens --- For
                 1.5   Elect Director C. Roland Haden ---
                       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.


05/20/04 - A     Interface, Inc. *IFSIA*          458665106                          03/15/04           198,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/21/04 - A     Intuitive Surgical Inc *ISRG*    46120E602                          04/05/04            95,300
                 1     Elect Directors                       For        For                    Mgmt


04/13/04 - A     Investors Financial Services     461915100                          02/20/04            37,668
                 Corp. *IFIN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Itron, Inc. *ITRI*               465741106                          02/27/04            28,068
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


06/15/04 - A     kforce, Inc. *KFRC*              493732101                          04/12/04           128,403
                 1     Elect Directors                       For        For                    Mgmt


04/29/04 - A     Kos Pharmaceuticals, Inc.        500648100                          03/01/04             8,660
                 *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
                          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


05/13/04 - A     Landstar System, Inc. *LSTR*     515098101                          03/19/04            37,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


06/15/04 - A     LifePoint Hospitals, Inc.        53219L109                          04/16/04            55,800
                 *LPNT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 5     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Linens 'n Things, Inc. *LIN*     535679104                          03/08/04            89,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/30/04 - A     Littelfuse, Inc. *LFUS*          537008104                          03/12/04            46,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     M.D.C. Holdings, Inc. *MDC*      552676108                          02/27/04            13,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Herbert T. Buchwald
                       --- For
                 1.2   Elect Director Larry A. Mizel ---
                       For
                 2     Prepare Sustainability Report         Against    For                    ShrHoldr
                          Given the  company's  current lack of disclosure
                          and the fact  that  preparation  of this  report
                          will provide  shareholders  with a more complete
                          view of the company's  policies  regarding  this
                          matter, we recommend that  shareholders  support
                          this shareholder proposal.


04/27/04 - A     Macdermid, Inc. *MRD*            554273102                          03/03/04            99,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Daniel H. Leever ---
                       For
                 1.2   Elect Director Donald G. Ogilvie
                       --- For
                 1.3   Elect Director James C. Smith ---
                       For
                 1.4   Elect Director Joseph M. Silvestri
                       --- For
                 1.5   Elect Director T. Quinn Spitzer ---
                       For
                 1.6   Elect Director Robert L. Ecklin ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/28/04 - A     MAF Bancorp, Inc. *MAFB*         55261R108                          03/10/04            62,900
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Terry A. Ekl ---
                       Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  all  the  nominees.   We  recommend   that
                          shareholders   WITHHOLD  votes  from  affiliated
                          outsider  Lois B. Vasto for failure to establish
                          a majority  independent  board and for  standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.  We also recommend that  shareholders
                          WITHHOLD    votes   from   insiders   Jerry   A.
                          Weberling,   Thomas  R.  Perz,  and  Kenneth  R.
                          Koranda,  and from affiliated  outsider Terry A.
                          Ekl  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director Kenneth R. Koranda
                       --- Withhold
                 1.3   Elect Director Thomas R. Perz ---
                       Withhold
                 1.4   Elect Director Lois B. Vasto ---
                       Withhold
                 1.5   Elect Director Jerry A. Weberling
                       --- Withhold


04/27/04 - A     MARINE PRODUCTS CORP *MPX*       568427108                          03/15/04            42,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wilton Looney --- For
                          We  recommend  a  vote  FOR  Wilton  Looney  and
                          WITHHOLD  votes from  insiders  Gary W.  Rollins
                          and  James  A.  Lane,   Jr.  We  recommend  that
                          shareholders   WITHHOLD   votes   from  Gary  W.
                          Rollins   and  James  A.  Lane  for  failure  to
                          establish a majority independent board.
                 1.2   Elect Director Gary W. Rollins ---
                       Withhold
                 1.3   Elect Director James A. Lane, Jr.
                       --- Withhold
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          Although the total cost of the  company's  plans
                          of 10.53  percent  is within the  allowable  cap
                          for  this  company  of 19.66  percent,  the plan
                          allows  repricing of  underwater  stock  options
                          without shareholder  approval,  which we believe
                          reduces the incentive value of the plan.


05/03/04 - A     Maverick Tube Corp. *MVK*        577914104                          03/05/04           120,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Maytag Corp. *MYG*               578592107                          03/16/04            72,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wayland R. Hicks ---
                       Withhold
                          Effective corporate  governance depends upon the
                          board   being   accountable   to   shareholders.
                          Although the proposals to  declassify  the board
                          and to submit the poison  pill to a  shareholder
                          vote   received   the  clear   mandate   of  the
                          company's   shareholders   for  more   than  two
                          consecutive   years,   the   board  has  yet  to
                          implement the  proposals in accordance  with the
                          desires  of   shareholders.   Such   failure  or
                          unwillingness  to  respond  to  the  desires  of
                          shareholders  warrants  withholding  votes  from
                          those  nominated  directors  that were directors
                          during the relevant period.        We  recommend
                          a vote FOR James A. McCaslin but WITHHOLD  votes
                          from Fred G. Steingraber,  W. Ann Reynolds,  and
                          Wayland R. Hicks for  failure to  implement  the
                          shareholder approved proposals.
                 1.2   Elect Director James A. McCaslin
                       --- For
                 1.3   Elect Director W. Ann Reynolds ---
                       Withhold
                 1.4   Elect Director Fred G. Steingraber
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Articles                        For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In  this  case,  the  company's  poison  was not
                          approved by shareholders  nor does it embody the
                          above  features  that  we  recommend.  While  we
                          acknowledge  the board's  note on  amending  the
                          term  of the  pill,  nevertheless  we  highlight
                          that the  board is able to  re-instate  the pill
                          or  reverse  this   determination  at  any  time
                          without  having  to seek  shareholder  approval.
                          Therefore,  we believe  that this  determination
                          by the board does little to answer the  concerns
                          and  interests of  shareholders.        We  note
                          also that the board has failed to implement  the
                          previously   supported   shareholder   proposals
                          regarding  adoption and  maintenance of a poison
                          pill.  Although we  recognize  that  shareholder
                          proposals  are not  binding on the  company,  we
                          consider  withholding  votes for  directors  who
                          ignore  shareholder  proposals  that  have  been
                          passed  two  years  in a row  by a  majority  of
                          votes   cast.   The   re-presentation   of  this
                          proposal   and  the  repeated   supported   from
                          shareholders   over   the   last   three   years
                          emphasizes  the  importance  that   shareholders
                          place  on  this   issue.   While  we   recommend
                          withholding  votes  on the  directors  nominated
                          this year, we will closely monitor  management's
                          response to this year's vote on this proposal.


04/27/04 - A     MB Financial, Inc. *MBFI*        55264U108                          03/15/04            23,050
                 1     Elect Directors                       For        For                    Mgmt


04/22/04 - A     Mercantile Bank Corp. *MBWM*     587376104                          03/01/04            62,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt


05/27/04 - A     Metrologic Instruments, Inc.     591676101                          03/31/04            31,940
                 *MTLG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard C. Close ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception   of   affiliated   outsider   William
                          Rulon-Miller.  We  recommend  that  shareholders
                          WITHHOLD  votes from  William  Rulon-Miller  for
                          standing as an affiliated  outsider on the Audit
                          and  Compensation  committees,  for  failure  to
                          establish an  independent  nominating  committee
                          and  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director John H. Mathias ---
                       For
                 1.3   Elect Director William Rulon-Miller
                       --- Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Millipore Corp. *MIL*            601073109                          03/05/04            26,100
                 1     Elect Directors                       For        For                    Mgmt


06/16/04 - A     Monster Worldwide, Inc. *MNST*   611742107                          04/26/04            63,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/26/04 - A     MPS GROUP INC *MPS*              553409103                          04/08/04           140,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


04/29/04 - A     Mueller Industries, Inc. *MLI*   624756102                          03/08/04            62,200
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Gennaro J. Fulvio
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes   from   Robert  B.  Hodes  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating  Committee  and  failing  to remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill,  Gennaro J. Fulvio,  Gary
                          S.  Gladstein,  and Terry  Hermanson for failing
                          to remove a  dead-hand,  slow-hand,  or  similar
                          feature  in  the  company's   poison  pill,  and
                          William  D.  O'Hagan,  Harvey L. Carp and Robert
                          B.  Hodes for  failing  to  remove a  dead-hand,
                          slow-hand,  or similar  feature in the company's
                          poison  pill and  failing  to create a  majority
                          independent board.
                 1.2   Elect Director Gary S. Gladstein
                       --- Withhold
                 1.3   Elect Director Terry Hermanson ---
                       Withhold
                 1.4   Elect Director Robert B. Hodes ---
                       Withhold
                 1.5   Elect Director Harvey L. Karp ---
                       Withhold
                 1.6   Elect Director William D. O'Hagan
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     NBTY, Inc. *NTY*                 628782104                          03/22/04            64,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Newfield Exploration Co. *NFX*   651290108                          03/19/04            45,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/14/04 - A/S   Nova Chemicals Corp. (Formerly   66977W109                          03/08/04            74,900
                 Nova Corp.) *NCX.*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Auditors and Authorize        For        For                    Mgmt
                       Board to Fix Remuneration of
                       Auditors
                 3     Approve Continuation of Company       For        For                    Mgmt
                       Under Canadian Business Corporation
                       Act
                 4     Adopt New By-Laws                     For        For                    Mgmt


04/23/04 - A     P.F. Chang's China Bistro Inc    69333Y108                          02/27/04            35,500
                 *PFCB*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Richard L. Federico
                       --- For
                 1.2   Elect Director R. Michael Welborn
                       --- For
                 1.3   Elect Director James D. Shennan,
                       Jr. --- For
                 1.4   Elect Director F. Lane Cardwell,
                       Jr. --- For
                 1.5   Elect Director Kenneth J. Wessels
                       --- For
                 1.6   Elect Director M. Ann Rhoades ---
                       For
                 1.7   Elect Director Lesley H. Howe ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


04/27/04 - A     Pacer International, Inc.        69373H106                          03/01/04            81,200
                 *PACR*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director P. Michael Giftos
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Bruce  H.
                          Spector and Michael S. Gross.  We recommend that
                          shareholders   WITHHOLD   votes  from  Bruce  H.
                          Spector for standing as an  affiliated  outsider
                          on the  Compensation  Committee  and for failure
                          to   establish   an    independent    nominating
                          committee,   and  from   Michael  S.  Gross  for
                          failure to establish an  independent  nominating
                          committee.
                 1.2   Elect Director Michael S. Gross ---
                       Withhold
                 1.3   Elect Director Bruce H. Spector ---
                       Withhold
                 1.4   Elect Director Thomas L. Finkbiner
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     PacifiCare Health Systems,       695112102                          03/31/04            52,400
                 Inc. *PHS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Aida Alvarez --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of Terry O.  Hartshorn.  We recommend
                          that  shareholders  WITHHOLD votes from Terry O.
                          Hartshorn   for   standing   as  an   affiliated
                          outsider  on  the  Compensation  and  Nominating
                          Committee.
                 1.2   Elect Director Bradley C. Call ---
                       For
                 1.3   Elect Director Terry O. Hartshorn
                       --- Withhold
                 1.4   Elect Director Dominic Ng --- For
                 1.5   Elect Director Howard G. Phanstiel
                       --- For
                 1.6   Elect Director Warren E. Pinckert
                       Ii --- For
                 1.7   Elect Director David A. Reed --- For
                 1.8   Elect Director Charles R. Rinehart
                       --- For
                 1.9   Elect Director Linda Rosenstock ---
                       For
                 1.10  Elect Director Lloyd E. Ross --- For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/29/04 - A     PATTERSON-UTI ENERGY INC.        703481101                          05/28/04            63,411
                 *PTEN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Peabody Energy Corp. *BTU*       704549104                          03/15/04            53,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William A. Coley ---
                       For
                 1.2   Elect Director Irl F. Engelhardt
                       --- For
                 1.3   Elect Director William C. Rusnack
                       --- For
                 1.4   Elect Director Alan H. Washkowitz
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Since  approval  of this  proposal  will  ensure
                          continued   independence   on  the   board,   we
                          recommend a vote for this proposal.


05/11/04 - A/S   Precision Drilling Corporation   74022D100                          03/22/04            40,500
                 *PD.*
                 1     Elect W.C. Dunn, Robert J.S.          For        For                    Mgmt
                       Gibson, Murray K. Mullen, Patrick
                       M. Murray, Fred W. Pheasey, Robert
                       L. Phillips, Hank B. Swartout,
                       H.Garth Wiggins as Directors
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve 2004 Stock Option Plan        For        Against                Mgmt
                          We commend the company for expressly  forbidding
                          the  repricing of stock  options  under the plan
                          and  limiting  director   participation  in  the
                          plan.  However,  the total cost of the company's
                          plans of 3.54  percent  is above  the  allowable
                          cap for this company of 3.51 percent.


05/13/04 - A     Providian Financial Corp.        74406A102                          03/15/04           105,300
                 *PVN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Radio One, Inc. *ROIA*           75040P108                          04/16/04           195,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Brian W. Mcneill ---
                       For
                          For the holders of Class A common stock,  voting
                          as a single  class,  we recommend a vote FOR the
                          directors.        For  the  holders  of  Class A
                          and  Class B common  stock,  voting  as a single
                          class,  we  recommend  a vote FOR the  directors
                          with the  exceptions of  affiliated  outsider L.
                          Ross Love and  insiders  Alfred C.  Liggins  III
                          and  Catherine  L.  Hughes.  We  recommend  that
                          shareholders  WITHHOLD  votes  from L. Ross Love
                          for  standing as an  affiliated  outsider on the
                          Audit  Committee  and from Alfred C. Liggins III
                          and   Catherine   L.  Hughes  for   standing  as
                          insiders on the Nominating Committee.
                 1.2   Elect Director Terry L. Jones ---
                       For
                 1.3   Elect Director Catherine L. Hughes
                       --- Withhold
                 1.4   Elect Director Alfred C. Liggins
                       III --- Withhold
                 1.5   Elect Director D. Geoffrey
                       Armstrong --- For
                 1.6   Elect Director L. Ross Love ---
                       Withhold
                 1.7   Elect Director Ronald E. Blaylock
                       --- For
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 27.33
                          percent  is  above  the  allowable  cap for this
                          company of 19.69 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     Red Robin Gourmet Burgers Inc    75689M101                          04/05/04            24,584
                 *RRGB*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward T. Harvey ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider   Gary  J.
                          Singer. We recommend that shareholders  WITHHOLD
                          votes  from Gary J.  Singer for  standing  as an
                          affiliated  outsider  on  the  Compensation  and
                          Nominating committees.
                 1.2   Elect Director Gary J. Singer ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/09/04 - A     Renal Care Group, Inc. *RCI*     759930100                          04/12/04            41,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 4     Increase Authorized Common Stock      For        For                    Mgmt


04/16/04 - A/S   Ritchie Bros. Auctioneers        767744105                          03/05/04            40,100
                 *RBA*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve KPMG LLP as Auditors and      For        For                    Mgmt
                       Authorize Board to Fix Remuneration
                       of Auditors
                 3     Approve 2:1 Stock Split               For        For                    Mgmt
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                          We have no qualms about the  dilution  factor in
                          this  case  given  that  it is  1.5  percent  of
                          shares issued and even in  conjunction  with the
                          existing   stock   option  plan  which   carries
                          potential  dilution  of 2.4  percent,  the total
                          dilution  is under 4 percent.  Nevertheless  our
                          concern lies in the large  discount  afforded in
                          the purchase of these shares of  effectively  50
                          percent as we see it. As  employees  are allowed
                          to contribute  100 percent of their  performance
                          bonus to the plan  and the  entire  contribution
                          is  in  effect   're-imbursed  in  cash',   this
                          amounts  to a 50  percent  discount.  We further
                          note that we consider the  aforesaid  plan to be
                          an  inappropriate  proxy for a pension  plan and
                          thus  do not  appraise  it on such a  basis.  We
                          oppose this resolution.


05/06/04 - A     RLI Corp. *RLI*                  749607107                          03/08/04            48,783
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan


05/26/04 - A     Roper Industries, Inc. *ROP*     776696106                          03/31/04            32,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Brian D. Jellison
                       --- For
                 1.2   Elect Director W. Lawrence Banks
                       --- For
                 1.3   Elect Director David W. Devonshire
                       --- For
                 1.4   Elect Director John F. Fort III ---
                       For
                 2     Amend Omnibus Stock Plan              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.


04/29/04 - A     Schweitzer-Mauduit               808541106                          03/04/04            54,700
                 International Inc. *SWM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt


05/06/04 - A     SCP Pool Corp. *POOL*            784028102                          03/12/04            72,150
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Select Comfort Corporation       81616X103                          04/02/04            17,430
                 *SCSS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     SkyWest, Inc. *SKYW*             830879102                          03/31/04           132,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Jerry C. Atkin ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Sidney J.
                          Atkin,  Steven  F.  Udvar-Hazy,   and  J.  Ralph
                          Atkin. We recommend that  shareholders  WITHHOLD
                          votes  from  Sidney  J.  Atkin for  standing  as
                          affiliated  outsider  on  the  Compensation  and
                          Nominating  & Governance  committees,  Steven F.
                          Udvar-Hazy  for standing as affiliated  outsider
                          on the  Compensation  Committee,  and  J.  Ralph
                          Atkin for  standing  as  affiliated  outsider on
                          the Compensation Committee.
                 1.2   Elect Director J. Ralph Atkin ---
                       Withhold
                 1.3   Elect Director Steven F. Udvar-Hazy
                       --- Withhold
                 1.4   Elect Director Ian M. Cumming ---
                       For
                 1.5   Elect Director W. Steve Albrecht
                       --- For
                 1.6   Elect Director Mervyn K. Cox --- For
                 1.7   Elect Director Sidney J. Atkin ---
                       Withhold
                 1.8   Elect Director Hyrum W. Smith ---
                       For
                 1.9   Elect Director Robert G. Sarver ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     St. Mary Land & Exploration      792228108                          04/12/04            66,900
                 Co. *SM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Restricted Stock Plan         For        For                    Mgmt


05/20/04 - A     Steel Dynamics, Inc. *STLD*      858119100                          03/15/04            76,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Keith E. Busse ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Richard J.
                          Freeland.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Richard J.  Freeland  for
                          poor attendance.
                 1.2   Elect Director Mark D. Millett ---
                       For
                 1.3   Elect Director Richard P. Teets,
                       Jr. --- For
                 1.4   Elect Director John C. Bates --- For
                 1.5   Elect Director Paul B. Edgerley ---
                       For
                 1.6   Elect Director Richard J. Freeland
                       --- Withhold
                 1.7   Elect Director Naoki Hidaka --- For
                 1.8   Elect Director James E. Kelley ---
                       For
                 1.9   Elect Director Dr. Jurgen Kolb ---
                       For
                 1.10  Elect Director Joseph D. Ruffolo
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt


04/30/04 - A     Stewart Information Services     860372101                          03/02/04            30,900
                 Corp. *STC*
                 1     Elect Directors                       For        For                    Mgmt


06/10/04 - A     Tech Data Corp. *TECD*           878237106                          04/12/04            92,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Eliminate Class of Preferred Stock    For        For                    Mgmt


06/16/04 - A     The Gymboree Corp. *GYMB*        403777105                          04/22/04            32,454
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     The Manitowoc Company, Inc.      563571108                          02/25/04            76,900
                 *MTW*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan


06/10/04 - A     The Mills Corporation *MLS*      601148109                          04/12/04            25,000
                 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
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Approve Executive High Performance    For        For                    Mgmt
                       Program


05/07/04 - A     Three-Five Systems, Inc. *TFS*   88554L108                          03/24/04           145,829
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Tollgrade Communications, Inc.   889542106                          03/04/04            43,540
                 *TLGD*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard H. Heibel
                       --- For
                          We recommend that  shareholders vote FOR Richard
                          H. Heibel,  but WITHHOLD  votes from  affiliated
                          outsider  Robert W.  Kampmeinert.  We  recommend
                          that shareholders  WITHHOLD votes from Robert W.
                          Kampmeinert   for  standing  as  an   affiliated
                          outsider on the  Compensation  committee and for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Robert W.
                       Kampmeinert --- Withhold


05/06/04 - A     Tom Brown, Inc.                  115660201                          03/09/04            70,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  Henry Groppe.
                          We recommend  that  shareholders  WITHHOLD votes
                          from Henry Groppe for standing as an  affiliated
                          outsider on the Compensation Committee.
                 1.2   Elect Director Henry Groppe ---
                       Withhold
                 1.3   Elect Director Edward W. LeBaron,
                       Jr. --- For
                 1.4   Elect Director James D. Lightner
                       --- For
                 1.5   Elect Director John C. Linehan ---
                       For
                 1.6   Elect Director Wayne W. Murdy ---
                       For
                 1.7   Elect Director James B. Wallace ---
                       For
                 1.8   Elect Director Robert H. Whilden,
                       Jr. --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt


06/02/04 - A     Toys 'R' Us, Inc. *TOY*          892335100                          04/09/04           132,400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director RoAnn Costin --- For
                 1.2   Elect Director John H. Eyler, Jr.
                       --- For
                 1.3   Elect Director Roger N. Farah ---
                       For
                 1.4   Elect Director Peter A. Georgescu
                       --- For
                 1.5   Elect Director Cinda A. Hallman ---
                       For
                 1.6   Elect Director Calvin Hill --- For
                 1.7   Elect Director Nancy Karch --- For
                 1.8   Elect Director Norman S. Matthews
                       --- For
                 1.9   Elect Director Arthur B. Newman ---
                       For
                 1.10  Elect Director Frank R. Noonan ---
                       For
                 2     Require a Majority Vote for the       Against    Against                ShrHoldr
                       Election of Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election   of   directors   of   publicly-traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          requiring  a  majority  vote of the  outstanding
                          shares   could   in   effect   provide   for   a
                          supermajority   of  votes   cast,   which  would
                          adversely affect shareholders'  ability to elect
                          directors in a contested election,  and (iv) 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 at this
                          point in time  believe  the  proposed  amendment
                          warrants shareholder support.


04/29/04 - A     UCBH Holdings, Inc. *UCBH*       90262T308                          02/29/04            57,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Certificate to Remove           For        For                    Mgmt
                       Anti-Takeover Provision
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Ultra Petroleum Corp. *UPL*      903914109                          04/08/04            84,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Michael D. Watford as a
                       Director --- For
                 1.2   Elect William C. Helton as a
                       Director --- For
                 1.3   Elect James E. Nielson as a
                       Director --- For
                 1.4   Elect Robert E. Rigney as a
                       Director --- For
                 1.5   Elect James C. Roe as a Director
                       --- For
                 2     Approve Auditors and Authorize        For        For                    Mgmt
                       Board to Fix Remuneration of
                       Auditors
                 3     Other Business                        For        Against                Mgmt
                          As we can not know the content of these  issues,
                          we cannot  recommend that  shareholders  approve
                          this request.


05/17/04 - A     United Bankshares, Inc. *UBSI*   909907107                          03/29/04            80,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard M. Adams ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions of affiliated  outsiders F.T.  Graff,
                          Jr.  and  H.  Smoot  Fahlgren,  and  independent
                          outsider W. Gaston  Caperton,  III. We recommend
                          that shareholders  WITHHOLD votes from W. Gaston
                          Caperton,  III for  poor  attendance,  and  F.T.
                          Graff,  Jr. and H. Smoot  Fahlgren  for standing
                          as affiliated  outsiders on the Compensation and
                          Nominating & Governance Committees.
                 1.2   Elect Director Robert G. Astorg ---
                       For
                 1.3   Elect Director Thomas J. Blair, III
                       --- For
                 1.4   Elect Director Harry L. Buch --- For
                 1.5   Elect Director W. Gaston Caperton,
                       III --- Withhold
                 1.6   Elect Director Lawrence K. Doll ---
                       For
                 1.7   Elect Director H. Smoot Fahlgren
                       --- Withhold
                 1.8   Elect Director Theodore J.
                       Georgelas --- For
                 1.9   Elect Director F.T. Graff, Jr. ---
                       Withhold
                 1.10  Elect Director Russell L. Isaacs
                       --- For
                 1.11  Elect Director John M. Mcmahon ---
                       For
                 1.12  Elect Director J. Paul Mcnamara ---
                       For
                 1.13  Elect Director G. Ogden Nutting ---
                       For
                 1.14  Elect Director William C. Pitt, III
                       --- For
                 1.15  Elect Director I. N. Smith, Jr. ---
                       For
                 1.16  Elect Director James G. Tardiff ---
                       For
                 1.17  Elect Director Mary K. Weddle ---
                       For
                 1.18  Elect Director P. Clinton Winter,
                       Jr. --- 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.


04/13/04 - A     United Defense Inds Inc *UDI*    91018B104                          02/13/04            61,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank C. Carlucci
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsiders  John  M.
                          Shalikashvili   and   Frank  C.   Carlucci.   We
                          recommend that shareholders  WITHHOLD votes from
                          John M.  Shalikashvili and Frank C. Carlucci for
                          poor attendance.
                 1.2   Elect Director Peter J. Clare ---
                       For
                 1.3   Elect Director William E. Conway,
                       Jr. --- For
                 1.4   Elect Director C. Thomas Faulders,
                       III --- For
                 1.5   Elect Director Robert J. Natter ---
                       For
                 1.6   Elect Director J. H. Binford Peay,
                       III --- For
                 1.7   Elect Director Thomas W. Rabaut ---
                       For
                 1.8   Elect Director Francis Raborn ---
                       For
                 1.9   Elect Director John M.
                       Shalikashvili --- Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/28/04 - A     United Surgical Partners         913016309                          03/12/04           120,700
                 International Inc *USPI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Ventana Medical Systems, Inc.    92276H106                          03/19/04            70,000
                 *VMSI*
                 1     Ratify Auditors                       For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt


05/26/04 - A     Waste Connections, Inc. *WCN*    941053100                          03/29/04            53,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                       and Eliminate Class of Preferred
                       Stock
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


06/09/04 - A     Wind River Systems, Inc.         973149107                          04/21/04           202,423
                 *WIND*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Winston Hotels, Inc. *WXH*       97563A102                          03/10/04           115,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Wintrust Financial Corp.         97650W108                          04/07/04            44,100
                 *WTFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/22/04 - A     Wolverine World Wide, Inc.       978097103                          03/01/04            69,800
                 *WWW*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/03/04 - A     Zebra Technologies Corp.         989207105                          04/08/04            38,250
                 *ZBRA*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adopt Charter Language on Board       Against    Abstain                ShrHoldr
                       Diversity






                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT SMALL CAP INDEX FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                    Security    Rec        Cast        Date                 Voted
- ---------------- -------------------------------- ----------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

08/21/03 - A     Adaptec, Inc. *ADPT*             00651F108                          06/25/03             7,500
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Carl J. Conti --- For
                 1.2   Elect Director Victoria L. Cotten
                       --- For
                 1.3   Elect Director Lucie J. Fjeldstad
                       --- Withhold
                          WITHHOLD votes from audit  committee  members for
                          paying excessive non-audit fees.
                 1.4   Elect Director Joseph S. Kennedy ---
                       For
                 1.5   Elect Director Ilene H. Lang ---
                       Withhold
                          WITHHOLD votes from audit  committee  members for
                          paying excessive non-audit fees.
                 1.6   Elect Director Robert J. Loarie ---
                       Withhold
                 1.7   Elect Director Robert N. Stephens
                       --- For
                          WITHHOLD votes from audit  committee  members for
                          paying excessive non-audit fees.
                 1.8   Elect Director Dr. Douglas E. Van
                       Houweling --- For
                 2     Amend Employee Stock Purchase Plan     For        For
                 3     Ratify Auditors                        For        Against


08/14/03 - A     Advanced Marketing Services,     00753T105                          06/30/03             1,300
                 Inc. *MKT*
                 1     Elect Directors                        For        For
                 1.1   Elect Director Charles C.
                       Tillinghast --- For
                 1.2   Elect Director Michael M. Nicita ---
                       For
                 1.3   Elect Director Loren C. Paulsen ---
                       For
                 2     Amend Omnibus Stock Plan               For        Against
                 3     Ratify Auditors                        For        For


07/15/03 - S     Allen Telecom Inc.               018091108                          05/27/03             2,100
                 1     Approve Merger Agreement               For        For
                 2     Adjourn Meeting                        For        Against


08/26/03 - A     Alliance Semiconductor Corp.     01877H100                          07/15/03             2,500
                 *ALSC*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Juan A. Benitez ---
                       For
                 1.2   Elect Director Sanford L. Kane ---
                       For
                 1.3   Elect Director Jon B. Minnis ---
                       Withhold
                          WITHHOLD  votes  from  Jon  B.  Minnis  for  poor
                          attendance.
                 1.4   Elect Director C.N. Reddy ---
                       Withhold
                          WITHHOLD  votes  from C.N.  Reddy for  failure to
                          establish an independent nominating committee.
                 1.5   Elect Director N. Damodar Reddy ---
                       Withhold
                          WITHHOLD  votes from N. Damodar Reddy for failure
                          to establish an independent nominating committee.
                 2     Amend Employee Stock Purchase Plan     For        For
                 3     Ratify Auditors                        For        For


08/05/03 - A     Alliant Techsystems Inc. *ATK*   018804104                          06/10/03             2,662
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For
                       Shareholder Proposal
                 3     Report on Space-Based Weapons          Against    Against


07/22/03 - A     Anchor BanCorp Wisconsin, Inc.   032839102                          05/30/03             1,700
                 *ABCW*
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


08/07/03 - A     Arctic Cat, Inc. *ACAT*          039670104                          06/13/03             1,500
                 1     Elect Directors                        For        Split
                 1.1   Elect Director William G. Ness ---
                       Withhold
                          WITHHOLD  votes from William G. Ness for standing
                          as an insider on the Nominating Committee.
                 1.2   Elect Director Gregg A. Ostrander
                       --- For


07/24/03 - A     Audiovox Corp. *VOXX*            050757103                          06/10/03             1,500
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Paul C. Kreuch, Jr.
                       as Class A Director --- For
                          For the  holders  of  Class A  common  stock,  we
                          recommend   that   shareholders   vote   FOR  the
                          directors with the exemption of insiders  Richard
                          A. Maddia , Ann M.  Boutcher , Patrick M. Lavelle
                          , Charles M.  Stoehr , Philip  Christopher  , and
                          John  J.  Shalam  for  failure  to  establish  an
                          independent nominating  committee.        For the
                          holders  of Class B common  stock,  we  recommend
                          that   shareholders   WITHHOLD   votes  from  all
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD  votes from  Richard A.  Maddia , Ann M.
                          Boutcher  ,  Patrick  M.  Lavelle  ,  Charles  M.
                          Stoehr , Philip  Christopher , and John J. Shalam
                          for   failure   to   establish   an   independent
                          nominating committee
                 1.2   Elect Director Dennis F. McManus as
                       Class A Director --- For
                 1.3   Elect Director Irving Halevy as
                       Class A Director --- For
                 1.4   Elect Director Peter A. Lesser as
                       Class A Director --- For
                 1.5   Elect Director John J. Shalam as
                       Class A and Class B Director ---
                       Withhold
                 1.6   Elect Director Philip Christopher as
                       Class A and Class B Director ---
                       Withhold
                 1.7   Elect Director Charles M. Stoehr as
                       Class A and Class B Director ---
                       Withhold
                 1.8   Elect Director Patrick M. Lavelle as
                       Class A and Class B Director ---
                       Withhold
                 1.9   Elect Director Ann M. Boutcher as
                       Class A and Class B Director ---
                       Withhold
                 1.10  Elect Director Richard A. Maddia as
                       Class A and Class B Director ---
                       Withhold


07/31/03 - A     Bally Total Fitness Holding      05873K108                          06/24/03             2,300
                 Corp. *BFT*
                 1     Elect Directors                        For        For
                       Shareholder Proposal
                 2     Separate Chairman and CEO Positions    Against    Against
                       Management Proposal
                 3     Other Business                         For        Against


07/31/03 - A     Barra, Inc. *BARZ*               068313105                          06/03/03             1,350
                 1     Elect Directors                        For        For
                 2     Amend Non-Employee Director Stock      For        For
                       Option Plan
                 3     Ratify Auditors                        For        For


08/12/03 - A     Black Box Corp. *BBOX*           091826107                          06/13/03             1,400
                 1     Elect Directors                        For        Split
                 1.1   Elect Director William F. Andrews
                       --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of William  R.  Newlin.  We  recommend
                          that shareholders  WITHHOLD votes from William R.
                          Newlin for standing as an affiliated  outsider on
                          the Nominating Committee.
                 1.2   Elect Director Thomas W. Golonski
                       --- For
                 1.3   Elect Director Thomas G. Greig ---
                       For
                 1.4   Elect Director William R. Newlin ---
                       Withhold
                 1.5   Elect Director Brian D. Young --- For
                 1.6   Elect Director Fred C. Young --- For
                 2     Amend Stock Option Plan                For        For
                 3     Amend Non-Employee Director Stock      For        For
                       Option Plan
                 4     Ratify Auditors                        For        For


09/19/03 - A     Casey's General Stores, Inc.     147528103                          08/01/03             3,500
                 *CASY*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Donald F. Lamberti
                       --- For
                 1.2   Elect Director John G. Harmon --- For
                 1.3   Elect Director Kenneth H. Haynie ---
                       Withhold
                          WITHHOLD   votes  from   Kenneth  H.  Haynie  for
                          standing as an affiliated  outsider on the Audit,
                          Compensation and Nominating committees.
                 1.4   Elect Director John P. Taylor --- For
                 1.5   Elect Director Ronald M. Lamb --- For
                 1.6   Elect Director John R. Fitzgibbon
                       --- For
                 1.7   Elect Director Patricia Clare
                       Sullivan --- For


07/30/03 - A     Christopher & Banks Corp *CBK*   171046105                          05/30/03             1,800
                 1     Elect Directors                        For        For
                 1.1   Elect Director William J. Prange ---
                       For
                          We recommend a vote FOR the directors.
                 1.2   Elect Director James J. Fuld, Jr.
                       --- For
                 2     Amend Omnibus Stock Plan               For        For
                 3     Ratify Auditors                        For        Against


07/24/03 - A     Consolidated Graphics, Inc.      209341106                          06/09/03               900
                 *CGX*
                 1     Elect Directors                        For        For


08/06/03 - A     DRS Technologies, Inc.           23330X100                          06/20/03             1,600
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Mark N. Kaplan ---
                       Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider Mark N. Kaplan.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from  Mark  N.   Kaplan   for   standing   as  an
                          affiliated   outsider  on  the  Compensation  and
                          Corporate Governance & Nominating committees.
                 1.2   Elect Director Ira Albom --- For
                 1.3   Elect Director General Dennis J.
                       Reimer, USA (Ret.) --- For
                 2     Ratify Auditors                        For        For


09/04/03 - A     Exar Corporation *EXAR*          300645108                          07/11/03             2,800
                 1     Elect Director Dr. Frank P. Carrubba   For        For
                 2     Amend Non-Employee Director Stock      For        For
                       Option Plan


08/11/03 - S     FEI Company *FEIC*               30241L109                          06/20/03             2,300
                 1     Increase Authorized Common Stock       For        For


09/09/03 - A     Fleetwood Enterprises, Inc.      339099103                          07/14/03             2,500
                 *FLE*
                 1     Elect Directors                        For        For
                       Shareholder Proposal
                 2     Declassify the Board of Directors      Against    Against


09/04/03 - A     Frontier Airlines, Inc. *FRNT*   359065109                          07/01/03             2,000
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Samuel D. Addoms ---
                       Withhold
                          WITHHOLD   votes  from   Samuel  D.   Addoms  for
                          standing  as  an   affiliated   outsider  on  the
                          Compensation and Nominating Committees.
                 1.2   Elect Director Hank Brown --- For
                 1.3   Elect Director D. Dale Browning ---
                       For
                 1.4   Elect Director Paul S. Dempsey ---
                       For
                 1.5   Elect Director William B. McNamara
                       --- For
                 1.6   Elect Director B. LaRae Orullian ---
                       For
                 1.7   Elect Director Jeff S. Potter --- For
                 1.8   Elect Director James B. Upchurch ---
                       For
                 2     Approve Omnibus Stock Plan             For        Against


09/17/03 - S     GBC Bancorp *GBCB*               361475106                          07/28/03               800
                 1     Approve Merger Agreement               For        For


09/18/03 - A     Gerber Scientific, Inc. *GRB*    373730100                          07/11/03             1,500
                 1     Elect Directors                        For        For
                 1.1   Elect Director William Jerome Vereen
                       --- For
                 1.2   Elect Director Marc T. Giles --- For
                 1.3   Elect Director John R. Lord --- For
                 1.4   Elect Director Randall D. Ledford,
                       Ph.D. --- For
                 1.5   Elect Director Edward G. Jepsen ---
                       For
                 2     Approve Omnibus Stock Plan             For        For
                 3     Approve Non-Employee Director Stock    For        For
                       Option Plan
                       Shareholder Proposal
                 4     Declassify the Board of Directors      Against    Against


08/18/03 - A     Global Imaging Systems Inc.      37934A100                          06/19/03             1,500
                 *GISX*
                 1     Elect Directors                        For        For
                 1.1   Elect Director Daniel T. Hendrix ---
                       For
                 1.2   Elect Director M. Lazane Smith ---
                       For
                 2     Amend Omnibus Stock Plan               For        For


07/16/03 - A     Great Atlantic & Pacific Tea     390064103                          05/22/03             2,700
                 Co., Inc. (The) *GAP*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director John D. Barline ---
                       For
                 1.2   Elect Director Rosemarie Baumeister
                       --- Withhold
                          WITHHOLD  votes  from  Rosemarie  Baumeister  for
                          standing  as  an   affiliated   outsider  on  the
                          Compensation Committee.
                 1.3   Elect Director Bobbie Andrea Gaunt
                       --- For
                 1.4   Elect Director Christian W.E. Haub
                       --- For
                 1.5   Elect Director Helga Haub --- For
                 1.6   Elect Director Dan Plato
                       Kourkoumelis --- For
                 1.7   Elect Director Edward Lewis --- For
                 1.8   Elect Director Richard L. Nolan ---
                       For
                 1.9   Elect Director Maureen B. Tart-Bezer
                       --- For
                       Shareholder Proposals
                 2     Submit Shareholder Rights Plan         Against    For
                       (Poison Pill) to Shareholder Vote
                 3     Rotate Annual Meeting Location         Against    Against


07/22/03 - A     Haemonetics Corp. *HAE*          405024100                          06/03/03             1,700
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/11/03 - A     Inamed Corp. *IMDC*              453235103                          05/30/03             1,600
                 1     Elect Directors                        For        For
                 2     Amend Employee Stock Purchase Plan     For        For
                 3     Approve Restricted Stock Plan          For        For
                 4     Amend Non-Employee Director Omnibus    For        For
                       Stock Plan
                 5     Ratify Auditors                        For        For
                 6     Other Business                         For        Against


09/03/03 - A     Jakks Pacific, Inc. *JAKK*       47012E106                          07/08/03             1,700
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Jack Friedman ---
                       Withhold
                          WITHHOLD   votes  for  failure  to  establish  an
                          independent nominating committee.
                 1.2   Elect Director Stephen G. Berman ---
                       Withhold
                          WITHHOLD   votes  for  failure  to  establish  an
                          independent nominating committee.
                 1.3   Elect Director David C. Blatte ---
                       For
                 1.4   Elect Director Robert E. Glick ---
                       For
                 1.5   Elect Director Michael G. Miller ---
                       For
                 1.6   Elect Director Murray L. Skala ---
                       Withhold
                          WITHHOLD   votes  for  failure  to  establish  an
                          independent nominating committee.
                 2     Ratify Auditors                        For        For
                 3     Other Business                         For        Against


08/12/03 - A     La-Z-Boy Inc. *LZB*              505336107                          06/25/03             4,000
                 1     Elect Directors                        For        For
                 2     Amend Non-Employee Director            For        For
                       Restricted Stock Plan


07/11/03 - A     Lone Star Steakhouse & Saloon,   542307103                          05/29/03             1,500
                 Inc. *STAR*
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/10/03 - A     Meade Instruments Corp. *MEAD*   583062104                          05/20/03             1,300
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Steven G. Murdock ---
                       For
                          We  recommend  a vote FOR Steven G.  Murdock  but
                          WITHHOLD votes from Audit Committee  member Harry
                          L. Casari for paying excessive non-audit fees.
                 1.2   Elect Director Harry L. Casari ---
                       Withhold


09/10/03 - A     Mentor Corp. *MNT*               587188103                          07/14/03             3,200
                 1     Fix Number of and Elect Directors      For        For
                 1.1   Fix Number of and Elect Director
                       Christopher J. Conway --- For
                          1
                 1     Elect Directors                        For        For
                 1.2   Elect Director Eugene G. Glover ---
                       For
                 1.3   Elect Director Walter W. Faster ---
                       For
                 1.4   Elect Director Michael Nakonechny
                       --- For
                 1.5   Elect Director Dr. Richard W. Young
                       --- For
                 1.6   Elect Director Ronald J. Rossi ---
                       For
                 1.7   Elect Director Jeffrey W. Ubben ---
                       For
                 2     Allow Board to Fix Number of           For        Against
                       Directors Without Shareholder
                       Approval
                 3     Ratify Auditors                        For        For
                 4     Other Business                         For        Against


07/10/03 - S     Methode Electronics, Inc.        591520200                          06/05/03             2,500
                 *METHA*
                 1     Approve Tender Offer to Purchase All   For        For
                       Outstanding Shares of Class B common
                       Stock


07/08/03 - A     Nash Finch Co. *NAFC*            631158102                          05/13/03               800
                 1     Elect Directors                        For        For


07/08/03 - A     Nautica Enterprises, Inc.        639089101                          05/29/03             2,300
                       DISSIDENT PROXY (GREEN CARD)
                 1     Elect Directors (Opposition Slate)     For        For
                 2     Elect Directors (Opposition Slate)     For        For
                 3     Ratify Auditors                        For        For
                 4     Authorize stockholders holding 10%     For        For
                       or more of common stock to call
                       special meetings
                       MANAGEMENT PROXY (WHITE CARD)
                 1     Elect Directors                        For        DoNotVote
                 2     Ratify Auditors                        For        DoNotVote


08/27/03 - S     Nautica Enterprises, Inc.        639089101                          08/04/03             2,300
                 1     Approve Merger Agreement               For        For
                 2     Adjourn Meeting                        For        Against


08/12/03 - A     Network Equipment                641208103                          06/30/03             1,500
                 Technologies, Inc. *NWK*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director David R. Laube --- For
                 1.2   Elect Director Hubert A.J. Whyte ---
                       Withhold
                          WITHHOLD   votes  for  failure  to  establish  an
                          independent nominating committee.
                 2     Ratify Auditors                        For        For
                 3     Amend Omnibus Stock Plan               For        Against
                 4     Amend Employee Stock Purchase Plan     For        For


09/10/03 - S     New Century Financial Corp.      64352D101                          07/25/03             2,550
                 *NCEN*
                 1     Increase Authorized Common Stock       For        For


08/26/03 - A     Northwestern Corp. *NTHWQ*       668074107                          06/27/03             2,600
                 1     Increase Authorized Common Stock,      For        For
                       Adjust Par Value of Common Stock,
                       Eliminate Class of Preferred Stock &
                       Authorize New Class of Preferred
                       Stock
                 2     Elect Directors                        For        For
                 3     Ratify Auditors                        For        For


09/15/03 - A     Offshore Logistics, Inc. *OLG*   676255102                          07/17/03             1,600
                 1     Elect Directors                        For        For
                 1.1   Elect Director Peter N. Buckley ---
                       For
                 1.2   Elect Director Stephen J. Cannon ---
                       For
                 1.3   Elect Director Jonathan H.
                       Cartwright --- For
                 1.4   Elect Director David M. Johnson ---
                       For
                 1.5   Elect Director Kenneth M. Jones ---
                       For
                          WITHHOLD  votes  for  standing  as an  affiliated
                          outsider on the Nominating Committee.
                 1.6   Elect Director Pierre H. Jungels,
                       CBE --- For
                 1.7   Elect Director George M. Small ---
                       For
                 1.8   Elect Director Ken C. Tamblyn --- For
                 1.9   Elect Director Robert W. Waldrup ---
                       For
                 1.10  Elect Director Howard Wolf --- For
                 2     Approve Non-Employee Director Stock    For        For
                       Option Plan


07/17/03 - A     Park Electrochemical Corp.       700416209                          05/21/03             1,400
                 *PKE*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Mark S. Ain --- For
                          We recommend that  shareholders  vote FOR Mark S.
                          Ain, but WITHHOLD votes from all other  nominees.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from   affiliated   outsiders   Lloyd  Frank  and
                          Anthony   Chiesa  for   standing  as   affiliated
                          outsiders   on   the   Audit   and   Compensation
                          committees   and  for  failure  to  establish  an
                          independent   nominating   committee.   We   also
                          recommend that  shareholders  WITHHOLD votes from
                          affiliated  outsider  Jerry Shore for standing as
                          an  affiliated   outsider  on  the   Compensation
                          Committee   and  for  failure  to   establish  an
                          independent   nominating  committee  and  insider
                          Brian  E.  Shore  for  failure  to  establish  an
                          independent nominating committee.
                 1.2   Elect Director Anthony Chiesa ---
                       Withhold
                 1.3   Elect Director Lloyd Frank ---
                       Withhold
                 1.4   Elect Director Brian E. Shore ---
                       Withhold
                 1.5   Elect Director Jerry Shore ---
                       Withhold


07/29/03 - A     Pioneer-Standard Electronics,    723877106                          06/06/03             2,200
                 Inc.
                 1     Elect Directors                        For        For


09/12/03 - S     Pioneer-Standard Electronics,    723877106                          07/31/03             2,200
                 Inc.
                 1     Change Company Name                    For        For


09/26/03 - A     Polymedica Corp. *PLMD*          731738100                          08/08/03               900
                 1     Elect Directors                        For        For
                 1.1   Elect Director Daniel S. Bernstein,
                       M.D. --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  independent   director  Walter  R.
                          Maupay,   Jr..  We  recommend  that  shareholders
                          WITHHOLD  votes  from  Audit   Committee   member
                          Walter  R.  Maupay,   Jr.  for  paying  excessive
                          non-audit fees.
                 1.2   Elect Director Herbert A. Denton ---
                       For
                 1.3   Elect Director Walter R. Maupay, Jr.
                       --- For
                 2     Ratify Auditors                        For        For


07/24/03 - A     Radiant Systems, Inc. *RADS*     75025N102                          06/16/03             1,900
                 1     Elect Directors                        For        Withhold
                 1.1   Elect Director Erez Goren ---
                       Withhold
                          We  recommend  withholding  votes from all of the
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  insider  Erez  Goren  for
                          standing  as  an  insider  on  the   Compensation
                          Committee   and  for  failure  to   establish  an
                          independent  nominating  committee,  and  insider
                          Alon   Goren  for   failure   to   establish   an
                          independent nominating committee.
                 1.2   Elect Director Alon Goren ---
                       Withhold


09/18/03 - A     Roxio, Inc. *ROXI*               780008108                          07/24/03             1,900
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Joseph C. Kaczorowski
                       --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of Joseph C. Kaczorowski.  We recommend
                          that  shareholders  WITHHOLD votes from Joseph C.
                          Kaczorowski for poor attendance.
                 1.2   Elect Director Brian C. Mulligan ---
                       For
                 2     Approve Stock Option Plan              For        Against
                 3     Amend Employee Stock Purchase Plan     For        For
                 4     Ratify Auditors                        For        For


08/26/03 - A     School Specialty, Inc. *SCHS*    807863105                          07/07/03             1,300
                 1     Elect Directors                        For        Split
                 1.1   Elect Director David J. Vander
                       Zanden --- Withhold
                          WITHHOLD  votes  from  insider  David  J.  Vander
                          Zanden for failure to  establish  an  independent
                          nominating committee.
                 1.2   Elect Director Rochelle Lamm --- For
                 2     Ratify Auditors                        For        For


09/22/03 - A     Skyline Corp. *SKY*              830830105                          07/17/03               600
                 1     Elect Directors                        For        For


07/24/03 - A     Sola International Inc. *SOL*    834092108                          06/12/03             1,700
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Jeremy C. Bishop ---
                       For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Maurice  J.
                          Cunniffe.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Maurice  J.  Cunniffe  for
                          standing as an affiliated  outsider on the Audit,
                          Compensation, and Nominating committees.
                 1.2   Elect Director Maurice J. Cunniffe
                       --- Withhold
                 1.3   Elect Director Douglas D. Danforth
                       --- For
                 1.4   Elect Director Neil E. Leach --- For
                 1.5   Elect Director Robert A. Muh --- For
                 1.6   Elect Director Jackson L. Schultz
                       --- For


07/09/03 - A     Standard Microsystems Corp.      853626109                          05/16/03             1,100
                 *SMSC*
                 1     Elect Directors                        For        For
                 1.1   Elect Director Robert M. Brill ---
                       For
                          We recommend a vote FOR the directors.
                 1.2   Elect Director James A. Donahue ---
                       For
                 2     Approve Omnibus Stock Plan             For        Against
                 3     Approve Non-Employee Director Stock    For        For
                       Option Plan
                 4     Ratify Auditors                        For        For


08/15/03 - A     Supertex, Inc. *SUPX*            868532102                          06/20/03               900
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Henry C. Pao ---
                       Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions of affiliated  outsider Elliott Schlam
                          and insiders  Richard E.  Siegel,  Benedict C. K.
                          Choy,   and  Henry  C.  Pao.  We  recommend  that
                          shareholders  WITHHOLD  votes from Elliott Schlam
                          for  standing  as an  affiliated  outsider on the
                          Audit  and   Compensation   committees   and  for
                          failure to  establish an  independent  nominating
                          committee  and Richard E. Siegel,  Benedict C. K.
                          Choy,  and Henry C. Pao for failure to  establish
                          an independent nominating committee.
                 1.2   Elect Director Benedict C. K. Choy
                       --- Withhold
                 1.3   Elect Director Richard E. Siegel ---
                       Withhold
                 1.4   Elect Director W. Mark Loveless ---
                       For
                 1.5   Elect Director Elliott Schlam ---
                       Withhold
                 1.6   Elect Director Milton Feng --- For
                 2     Ratify Auditors                        For        For


09/04/03 - A     TALX Corporation *TALX*          874918105                          07/14/03               900
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/01/03 - A     The Men's Wearhouse, Inc. *MW*   587118100                          05/14/03             2,800
                 1     Elect Directors                        For        Split
                 1.1   Elect Director George Zimmer --- For
                 1.2   Elect Director David H. Edwab --- For
                 1.3   Elect Director Rinaldo S. Brutoco
                       --- Withhold
                          WITHHOLD   votes  from  Rinaldo  S.  Brutoco  for
                          standing  as  an   affiliated   outsider  on  the
                          Compensation   and   Nominating   and   Corporate
                          Governance committees.
                 1.4   Elect Director Michael L. Ray, Ph.D.
                       --- Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Michael  L.  Ray,  Ph.D.  for  paying   excessive
                          non-audit fees.
                 1.5   Elect Director Sheldon I. Stein ---
                       Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Sheldon I. Stein for paying  excessive  non-audit
                          fees.
                 1.6   Elect Director Kathleen Mason ---
                       Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Kathleen  Mason for  paying  excessive  non-audit
                          fees.
                       Shareholder Proposal
                 2     Implement and Monitor Code of          Against    Against
                       Corporate Conduct - ILO Standards
                       Management Proposal
                 3     Ratify Auditors                        For        Against


08/21/03 - A     Thomas Nelson, Inc. *TNM*        640376109                          06/23/03             1,000
                 1     Elect Directors                        For        For
                 1.1   Elect Director S. Joseph Moore as
                       CLass Two Director --- For
                 1.2   Elect Director Millard V. Oakley as
                       Class Two Director --- For
                 1.3   Elect Director Ronald W. Blue as
                       Class One Director --- For
                 2     Approve Omnibus Stock Plan             For        For


08/12/03 - A     THQ Inc. *THQI*                  872443403                          06/25/03             2,800
                 1     Elect Directors                        For        For
                 1.1   Elect Director Brian J. Farrell ---
                       For
                 1.2   Elect Director Lawrence Burstein ---
                       For
                 1.3   Elect Director Brian Dougherty ---
                       For
                 1.4   Elect Director James L. Whims --- For
                 1.5   Elect Director L. Gregory Ballard
                       --- For
                 1.6   Elect Director Henry T. DeNero ---
                       For
                 2     Ratify Auditors                        For        For
                 3     Amend Stock Option Plan                For        For
                 4     Approve Option Exchange Program        For        For


07/21/03 - A     Triumph Group, Inc. *TGI*        896818101                          05/30/03             1,100
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Richard C. Ill ---
                       Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of insider  Richard C. Ill for standing
                          as an insider on the Nominating Committee.
                 1.2   Elect Director John R. Bartholdson
                       --- For
                 1.3   Elect Director Richard C. Gozon ---
                       For
                 1.4   Elect Director Claude F. Kronk ---
                       For
                 1.5   Elect Director Joseph M. Silvestri
                       --- For
                 1.6   Elect Director William O. Albertini
                       --- For
                 1.7   Elect Director George S. Simpson ---
                       For
                 2     Ratify Auditors                        For        For


09/11/03 - A     ViaSat, Inc. *VSAT*              92552V100                          07/20/03             1,800
                 1     Elect Directors                        For        For
                 1.1   Elect Director Dr. Robert W. Johnson
                       --- For
                 1.2   Elect Director William A. Owens ---
                       For
                 2     Amend Omnibus Stock Plan               For        For


09/29/03 - A     Vital Signs, Inc. *VITL*         928469105                          08/29/03               900
                 1     Elect Directors                        For        Split
                 1.1   Elect Director David J. Bershad ---
                       For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  Anthony  J.  Dimun,  from  whom we
                          recommend   shareholders   WITHHOLD   votes   for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director Anthony J. Dimun ---
                       Withhold
                 1.3   Elect Director Howard W. Donnelly
                       --- For
                 1.4   Elect Director Richard L. Robbins
                       --- For
                 1.5   Elect Director George A. Schapiro
                       --- For
                 2     Approve Stock Option Plan              For        For


08/05/03 - A     Wellman, Inc. *WLM*              949702104                          07/01/03             2,200
                 1     Elect Directors                        For        Split
                 1.1   Elect Director James B. Baker as
                       Common Stock Director --- For
                 1.2   Elect Director Clifford J.
                       Christenson as Common Stock Director
                       --- For
                 1.3   Elect Director Thomas M. Duff as
                       Common Stock Director --- For
                 1.4   Elect Director Richard F. Heitmiller
                       as Common Stock Director --- For
                 1.5   Elect Director Gerard J. Kerins as
                       Common Stock Director --- For
                 1.6   Elect Director James E. Rogers as
                       Common Stock Director --- For
                 1.7   Elect Director Marvin O. Schlanger
                       as Common Stock Director --- For
                 1.8   Elect Director Roger A. Vanderberg
                       as Common Stock Director --- For
                 1.9   Elect Director David A. Barr as
                       Preferred Stock Director --- None
                 1.10  Elect Director Oliver M. Goldstein
                       as Preferred Stock Director --- None
                 2     Ratify Auditors                        For        For




                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT SMALL CAP INDEX FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

12/04/03 - A     A. Schulman, Inc. *SHLM*          808194104                         10/14/03             2,100
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/08/03 - A     AAR Corp. *AIR*                   000361105                         08/13/03             2,200
                 1      Elect Directors                       For        For


11/25/03 - A     Accredo Health, Inc. *ACDO*       00437V104                         09/30/03             3,475
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


12/18/03 - A     Acuity Brands, Inc. *AYI*         00508Y102                         10/23/03             3,000
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For


11/06/03 - A     Aeroflex, Inc. *ARXX*             007768104                         10/09/03             4,700
                 1      Elect Directors                       For        For


10/21/03 - A     Applied Industrial                03820C105                         08/25/03             1,300
                 Technologies, Inc. *AIT*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Approve Non-Employee Director         For        For
                        Deferred Compensation Plan
                 4      Approve Deferred Compensation Plan    For        For
                          This  proposal does not place a cap on the number
                          of shares  which  may be  issued  under the plan.
                          Furthermore,  the  company  does  not  limit  the
                          amounts  which  may be  deferred  to  executives.
                          Under the term of the plan,  executives may defer
                          awards  received  under  any  incentive  plans or
                          performance  grant  program.  Since  we  have  no
                          method of determining  the potential  dilution to
                          the   shareholders,   we  cannot   support   this
                          proposal.


10/15/03 - A     Briggs & Stratton Corp. *BGG*     109043109                         08/21/03             1,500
                 1      Elect Directors                       For        For


11/06/03 - A     Buckeye Technologies Inc. *BKI*   118255108                         09/08/03             2,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Red Cavaney --- For
                          We  recommend a vote FOR Red Cavaney but WITHHOLD
                          votes from  insider  David B. Ferraro for failure
                          to establish an independent nominating committee.
                 1.2    Elect Director David B. Ferraro ---
                        Withhold
                 2      Ratify Auditors                       For        For


10/30/03 - A     Burlington Coat Factory           121579106                         09/12/03             3,200
                 Warehouse Corp. *BCF*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Monroe G. Milstein
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions   of  Mark  A.   Nesci,   Stephen   E.
                          Milstein,  Andrew  R.  Milstein,  and  Monroe  G.
                          Milstein.    We   recommend   that   shareholders
                          WITHHOLD  votes  from Mark A.  Nesci,  Stephen E.
                          Milstein,  Andrew  R.  Milstein,  and  Monroe  G.
                          Milstein for failure to establish an  independent
                          nominating and compensation committees.
                 1.2    Elect Director Andrew R. Milstein
                        --- Withhold
                 1.3    Elect Director Harvey Morgan --- For
                 1.4    Elect Director Stephen E. Milstein
                        --- Withhold
                 1.5    Elect Director Mark A. Nesci ---
                        Withhold
                 1.6    Elect Director Irving Drillings ---
                        For
                 1.7    Elect Director Roman Ferber --- For
                 2      Approve Stock Awards for Audit        For        For
                        Committee Members
                 3      Ratify Auditors                       For        For


10/14/03 - A     C-COR.net Corporation *CCBL*      125010108                         09/05/03             2,500
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


12/09/03 - A     Cable Design Technologies Corp.   126924109                         10/22/03             3,150
                 *CDT*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Bryan C. Cressey ---
                        For
                 1.2    Elect Director Lance C. Balk ---
                        Withhold
                          WITHHOLD  votes from  Lance C. Balk for  standing
                          as  an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.3    Elect Director George Graeber ---
                        For
                 1.4    Elect Director Michael F.O. Harris
                        --- For
                 1.5    Elect Director Glenn Kalnasy --- For
                 1.6    Elect Director Ferdinand Kuznik ---
                        For
                 1.7    Elect Director Richard C. Tuttle
                        --- For
                 2      Ratify Auditors                       For        For


11/20/03 - A     CACI International, Inc. *CAI*    127190304                         09/24/03             2,100
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


12/09/03 - A     Datascope Corp. *DSCP*            238113104                         10/24/03             1,100
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan


11/06/03 - A     DIMON Inc. *DMN*                  254394109                         09/08/03             3,100
                 1      Elect Directors                       For        For
                 1.1    Elect Director Hans B. Amell as
                        Class I Director --- For
                 1.2    Elect Director R. Stuart Dickson as
                        Class III Director --- For
                 1.3    Elect Director Henry F. Frigon as
                        Class III Director --- For
                 1.4    Elect Director C. Richard Green,
                        Jr. as Class I Director --- For
                 1.5    Elect Director John M. Hines as
                        Class III Director --- For
                 1.6    Elect Director James E. Johnson,
                        Jr. as Class III Director --- For
                 1.7    Elect Director Thomas F. Keller as
                        Class III Director --- For
                 1.8    Elect Director Norman A. Scher as
                        Class II Director --- For
                 1.9    Elect Director William R. Slee as
                        Class II Director --- For
                 2      Approve Omnibus Stock Plan            For        For


10/24/03 - A     Dionex Corp. *DNEX*               254546104                         09/08/03             1,500
                 1      Elect Directors                       For        For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Ratify Auditors                       For        For


11/04/03 - A     DuPont Photomasks, Inc. *DPMI*    26613X101                         09/05/03             1,300
                 1      Elect Directors                       For        Withhold
                 1.1    Elect Director E. James Prendergast
                        --- Withhold
                          We  recommend  withholding  votes from all of the
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD  votes  from E.  James  Prendergast  for
                          standing   as  an  insider   on  the   Nominating
                          Committee and Audit  Committee  member William T.
                          Siegle for paying excessive non-audit fees.
                 1.2    Elect Director William T. Siegle
                        --- Withhold
                 2      Ratify Auditors                       For        Against


10/30/03 - A     Electro Scientific Industries,    285229100                         09/04/03             1,900
                 Inc. *ESIO*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Richard J. Faubert
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Robert R. Walker and  Frederick A.
                          Ball.  We recommend  that  shareholders  WITHHOLD
                          votes  from  Audit  Committee  members  Robert R.
                          Walker   and   Frederick   A.  Ball  for   paying
                          excessive non-audit fees.
                 1.2    Elect Director Keith L. Thomson ---
                        For
                 1.3    Elect Director Jon D. Tompkins ---
                        For
                 1.4    Elect Director Frederick A. Ball
                        --- Withhold
                 1.5    Elect Director Robert R. Walker ---
                        Withhold
                 2      Amend Stock Option Plan               For        For


10/28/03 - A     ELKCORP *ELK*                     287456107                         09/02/03             1,400
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/17/03 - A     Ethan Allen Interiors Inc.        297602104                         09/26/03             2,700
                 *ETH*
                 1      Elect Director Frank G. Wisner        For        For
                 2      Ratify Auditors                       For        For


11/20/03 - S     Evergreen Resources, Inc. *EVG*   299900308                         09/26/03             2,800
                 1      Increase Authorized Common Stock      For        For


12/09/03 - A     Financial Federal Corp. *FIF*     317492106                         10/22/03             1,300
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/06/03 - A     G&K Services, Inc. *GKSRA*        361268105                         09/10/03             1,500
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                        Shareholder Proposal
                 3      Declassify the Board of Directors     Against    Against


10/22/03 - A     Global Payments, Inc. *GPN*       37940X102                         08/25/03             2,640
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Raymond L. Killian,
                        Jr. as Class I Director --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Gillian  H.
                          Denham. We recommend that  shareholders  WITHHOLD
                          votes from  Gillian H. Denham for  standing as an
                          affiliated   outsider  on  the  Compensation  and
                          Nominating committees.
                 1.2    Elect Director Michael W. Trapp as
                        Class II Director --- For
                 1.3    Elect Director Gerald J. Wilkins as
                        Class II Director --- For
                 1.4    Elect Director Alex W. Hart as
                        Class III Director --- For
                 1.5    Elect Director William I. Jacobs as
                        Class III Director --- For
                 1.6    Elect Director Gillian H. Denham as
                        Class III Director --- Withhold
                 1.7    Elect Director Alan M. Silberstein
                        as Class III Director --- For


11/12/03 - A     Harman International              413086109                         09/15/03             2,400
                 Industries, Inc. *HAR*
                 1      Elect Directors                       For        For
                 2      Approve Stock Split                   For        For


11/10/03 - A     Hyperion Solutions Corp. *HYSL*   44914M104                         09/16/03             2,700
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


11/13/03 - A     Intermagnetics General Corp.      458771102                         09/22/03             1,223
                 *IMGC*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Michael E. Hoffman
                        --- For
                 1.2    Elect Director Thomas L. Kempner
                        --- For
                 1.3    Elect Director Dr. Sheldon Weinig
                        --- For
                 2      Amend Omnibus Stock Plan              For        For


11/20/03 - A     JLG Industries, Inc. *JLG*        466210101                         10/01/03             3,100
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Roy V. Armes ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of Roy V.  Armes.  We  recommend  that
                          shareholders  WITHHOLD  votes  from Roy V.  Armes
                          for poor attendance.
                 1.2    Elect Director George R. Kempton
                        --- For
                 1.3    Elect Director William M. Lasky ---
                        For
                 1.4    Elect Director James A. Mezera ---
                        For
                 1.5    Elect Director Stephen Rabinowitz
                        --- For
                 1.6    Elect Director Raymond C. Stark ---
                        For
                 1.7    Elect Director Thomas C. Wajnert
                        --- For
                 1.8    Elect Director Charles O. Wood, III
                        --- For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For


11/04/03 - S     Jo-Ann Stores, Inc. *JAS*         47758P109                         09/10/03             1,400
                 1      To Reclassify Shares of Common Stock  For        Against


11/04/03 - S     Jo-Ann Stores, Inc. *JAS*         47758P109                         09/10/03             1,400
                 1      To Reclassify Shares of Common Stock  For        For
                 2      Increase Percentage of Shares         For        Against
                        Required to Call Special Meeting
                 3      Require Advanced Notice of Proposal   For        Against
                        or Director Nomination
                 4      Adopt or Increase Supermajority       For        Against
                        Vote Requirement for Amendments
                 5      Adopt or Increase Supermajority       For        Against
                        Vote Requirement for Amendments


12/11/03 - S     K-Swiss, Inc. *KSWS*              482686102                         11/03/03             1,300
                 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.  We advocate a one-share,
                          one-vote  policy  and frown upon  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.


11/25/03 - S     MAF Bancorp, Inc. *MAFB*          55261R108                         10/06/03             1,900
                 1      Approve Merger Agreement              For        For
                 2      Approve Omnibus Stock Plan            For        Against


10/29/03 - A     Magnetek, Inc. *MAG*              559424106                         09/05/03             1,600
                 1      Elect Directors                       For        For


11/19/03 - A     Medicis Pharmaceutical Corp.      584690309                         10/10/03             2,000
                 *MRX*
                 1      Elect Directors                       For        Withhold
                 1.1    Elect Director Arthur G. Altschul,
                        Jr. --- Withhold
                          We  recommend  withholding  votes from all of the
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Audit  Committee   members
                          Philip S. Schein,  M.D.  and Arthur G.  Altschul,
                          Jr. for paying excessive non-audit fees.
                 1.2    Elect Director Philip S. Schein,
                        M.D. --- Withhold
                 2      Increase Authorized Common Stock      For        Against
                 3      Ratify Auditors                       For        Against


11/20/03 - A     MemberWorks Incorporated *MBRS*   586002107                         09/24/03               900
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Alec L. Ellison ---
                        For
                          We  recommend  a vote  FOR Alec L.  Ellison,  but
                          WITHHOLD  votes  from  independent  outsider  and
                          Audit Committee  member Marc S. Tesler for paying
                          excessive non-audit fees.
                 1.2    Elect Director Marc S. Tesler ---
                        Withhold
                 2      Ratify Auditors                       For        Against


11/17/03 - S     Mercury Computer Systems, Inc.    589378108                         10/03/03             1,500
                 *MRCY*
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Amend Stock Option Plan               For        For


11/21/03 - A     Micros Systems, Inc. *MCRS*       594901100                         10/08/03             1,300
                 1      Elect Directors                       For        For
                 1.1    Elect Director A. L. Giannopoulos
                        --- For
                 1.2    Elect Director Louis M. Brown, Jr.
                        --- For
                 1.3    Elect Director B. Gary Dando --- For
                 1.4    Elect Director John G. Puente ---
                        For
                 1.5    Elect Director Dwight S. Taylor ---
                        For
                 1.6    Elect Director William S. Watson
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Amend Stock Option Plan               For        For


10/30/03 - S     Midway Games Inc. *MWY*           598148104                         10/01/03             3,300
                 1      Approve Conversion of Securities      For        For


12/12/03 - S     Midway Games Inc. *MWY*           598148104                         11/10/03             4,200
                 1      Approve/Amend Conversion of           For        For
                        Securities
                 2      Increase Authorized Common Stock      For        For


10/23/03 - A     NDCHEALTH CORP *NDC*              639480102                         08/27/03             2,400
                 1      Elect Directors                       For        For


10/24/03 - A     New England Business Service,     643872104                         08/29/03               900
                 Inc. *NEB*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William T. End ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of   affiliated   outsiders  M.  Anne
                          Szostak and Brian E.  Stern.  We  recommend  that
                          shareholders  WITHHOLD votes from M. Anne Szostak
                          and Brian E.  Stern for  standing  as  affiliated
                          outsiders on the Nominating Committee.
                 1.2    Elect Director Neil S. Fox --- For
                 1.3    Elect Director Robert L. Gable ---
                        For
                 1.4    Elect Director Thomas J. May --- For
                 1.5    Elect Director Herbert W. Moller
                        --- For
                 1.6    Elect Director Robert J. Murray ---
                        For
                 1.7    Elect Director Joseph R. Ramrath
                        --- For
                 1.8    Elect Director Richard T. Riley ---
                        For
                 1.9    Elect Director Brian E. Stern ---
                        Withhold
                 1.10   Elect Director M. Anne Szostak ---
                        Withhold
                 2      Ratify Auditors                       For        For


10/21/03 - S     NYFIX, Inc. *NYFX*                670712108                         09/02/03             2,100
                 1      Change State of Incorporation from    For        For
                        New York to Delaware


10/06/03 - A     Oxford Industries, Inc. *OXM*     691497309                         08/18/03               600
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Tom Gallagher ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception   of  Tom   Gallagher,   from  whom  we
                          recommend   shareholders   WITHHOLD   votes   for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 1.2    Elect Director J. Hicks Lanier ---
                        For
                 1.3    Elect Director Robert E. Shaw ---
                        For
                 1.4    Elect Director Clarence H. Smith
                        --- For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Amend Stock Option Plan               For        For
                 4      Amend Restricted Stock Plan           For        For
                 5      Increase Authorized Common Stock      For        For
                 6      Ratify Auditors                       For        For


11/11/03 - A     PAREXEL International Corp.       699462107                         10/02/03             1,800
                 *PRXL*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


12/17/03 - A     Pericom Semiconductor Corp.       713831105                         10/20/03             1,800
                 *PSEM*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/29/03 - A     Pinnacle Systems, Inc. *PCLE*     723481107                         09/12/03             4,500
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Approve Employee Stock Purchase Plan  For        For


12/10/03 - A     Possis Medical, Inc. *POSS*       737407106                         10/24/03             1,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Robert G. Dutcher
                        --- Withhold
                          WITHHOLD   votes  from  Robert  G.   Dutcher  for
                          standing   as  an   insider   on  the   Executive
                          Committee,   which   serves  as  the   nominating
                          committee.
                 1.2    Elect Director Mary K. Brainerd ---
                        For
                 1.3    Elect Director Seymour J. Mansfield
                        --- For
                 1.4    Elect Director William C. Mattison,
                        Jr --- For
                 1.5    Elect Director Whitney A. McFarlin
                        --- For
                 1.6    Elect Director Donald C. Wegmiller
                        --- For
                 1.7    Elect Director Rodney A. Young ---
                        For
                 2      Ratify Auditors                       For        For


10/30/03 - A     Regis Corp. *RGS*                 758932107                         09/19/03             3,200
                 1      Elect Directors                       For        For


11/13/03 - A     Resmed, Inc. *RMD*                761152107                         09/15/03             2,400
                 1      Elect Directors                       For        For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Approve Increase in Non-Executive     For        For
                        Director Fees
                 4      Ratify Auditors                       For        For


11/18/03 - A     Respironics, Inc. *RESP*          761230101                         10/03/03             2,500
                 1      Elect Directors                       For        For
                 1.1    Elect Director Joseph C. Lawyer ---
                        For
                          We recommend  shareholders vote FOR Sean McDonald
                          but WITHHOLD votes from Audit  Committee  members
                          John C. Miles II and Joseph C.  Lawyer for paying
                          excessive non-audit fees.
                 1.2    Elect Director Sean McDonald --- For
                 1.3    Elect Director John C. Miles II ---
                        For
                 2      Ratify Auditors                       For        For
                 3      Amend Omnibus Stock Plan              For        For


12/09/03 - S     Roadway Corporation               769742107                         10/16/03             1,500
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


12/10/03 - A     Robbins & Myers, Inc. *RBN*       770196103                         10/17/03             1,000
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


12/09/03 - A     Salton, Inc. *SFP*                795757103                         10/27/03               800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Leonhard Dreimann
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of  insider  Leonhard   Dreimann.   We
                          recommend that  shareholders  WITHHOLD votes from
                          Leonhard  Dreimann  for failure to  establish  an
                          independent nominating committee.
                 1.2    Elect Director Frank Devine --- For
                 1.3    Elect Director Steven Oyer --- For
                 2      Ratify Auditors                       For        For
                 3      Other Business                        For        Against


11/13/03 - A     SBS Technologies, Inc. *SBSE*     78387P103                         09/24/03             1,000
                 1      Elect Directors                       For        For
                 1.1    Elect Director Christopher J.
                        Amenson --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Louis C.  Golm,  Peter D.  Fenner,
                          L.A. Bennigson,  Ph.D., and Warren W. Andrews. We
                          recommend that  shareholders  WITHHOLD votes from
                          Audit Committee  members Louis C. Golm,  Peter D.
                          Fenner,  L.A.  Bennigson,  Ph.D.,  and  Warren W.
                          Andrews for paying excessive non-audit fees.
                 1.2    Elect Director Warren W. Andrews
                        --- For
                 1.3    Elect Director L.A. Bennigson,
                        Ph.D. --- For
                 1.4    Elect Director Peter D. Fenner ---
                        For
                 1.5    Elect Director Louis C. Golm --- For
                 1.6    Elect Director Clarence W. Peckham
                        --- For
                 1.7    Elect Director Richard Szafranski
                        --- For
                 1.8    Elect Director Alan F. White --- For
                 2      Ratify Auditors                       For        For
                 3      Amend Stock Option Plan               For        Against


11/04/03 - A     Southern Union Co. *SUG*          844030106                         09/15/03             5,103
                 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
                 3      Approve Executive Incentive Bonus     For        For
                        Plan


12/02/03 - S     SPS Technologies, Inc.            784626103                         10/15/03             1,000
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


10/28/03 - A     Standex International Corp.       854231107                         09/08/03               800
                 *SXI*
                 1      Fix Number of and Elect Directors     For        For
                 1.1    Fix Number of and Elect Director C.
                        Kevin Landry --- For
                          1
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/12/03 - A     SWS Group, Inc. *SWS*             78503N107                         09/24/03             1,193
                 1      Elect Directors                       For        For
                 2      Approve Restricted Stock Plan         For        For
                 3      Approve Deferred Compensation Plan    For        For
                 4      Other Business                        For        Against


10/31/03 - A     Symmetricom, Inc. *SYMM*          871543104                         09/15/03             3,050
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Other Business                        For        Against


11/17/03 - S     Take-Two Interactive Software,    874054109                         10/06/03             3,000
                 Inc. *TTWO*
                 1      Increase Authorized Common Stock      For        For


10/23/03 - A     Techne Corp. *TECH*               878377100                         09/12/03             3,000
                 1      Fix Number of Directors               For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director Thomas E. Oland ---
                        For
                 2.2    Elect Director Roger C. Lucas,
                        Ph.D. --- Withhold
                          WITHHOLD  votes from Roger C.  Lucas,  Ph.D.  for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 2.3    Elect Director Howard V. O'Connell
                        --- For
                 2.4    Elect Director G. Arthur Herbert
                        --- For
                 2.5    Elect Director Randolph C. Steer,
                        M.D., Ph.D. --- For
                 2.6    Elect Director Christopher S.
                        Henney, D.Sc., Ph.D. --- For
                 2.7    Elect Director Robert V.
                        Baumgartner, C.P.A. --- For


10/21/03 - A     Texas Industries, Inc. *TXI*      882491103                         08/25/03             1,500
                 1      Elect Directors                       For        For


11/19/03 - A     The Dress Barn, Inc. *DBRN*       261570105                         10/15/03             2,100
                 1      Elect Directors                       For        Withhold
                 1.1    Elect Director David R. Jaffe ---
                        Withhold
                          We  recommend  withholding  votes from all of the
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  independent  outsider  and
                          Audit  Committee  member  John  Usdan for  paying
                          excessive  non-audit  fees and David R. Jaffe for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director John Usdan ---
                        Withhold


12/04/03 - A     The Hain Celestial Group, Inc.    405217100                         10/31/03             2,400
                 *HAIN*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Irwin D. Simon ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Larry S.  Zilavy,  Roger  Meltzer,
                          Joseph Jimenez,  Marina Hahn,  James S. Gold, and
                          Jack   Futterman.   We   recommend   shareholders
                          WITHHOLD  votes from Roger  Meltzer  and James S.
                          Gold for standing as affiliated  outsiders on the
                          Compensation  Committee,  from Roger  Meltzer and
                          Joseph   Jimenez  for   standing  as   affiliated
                          outsiders on the Nominating  Committee,  and from
                          Audit Committee  members Larry S. Zilavy,  Marina
                          Hahn,  and Jack  Futterman  for paying  excessive
                          non-audit fees.
                 1.2    Elect Director Beth L. Bronner ---
                        For
                 1.3    Elect Director Jack Futterman ---
                        Withhold
                 1.4    Elect Director Daniel R. Glickman
                        --- For
                 1.5    Elect Director James S. Gold ---
                        Withhold
                 1.6    Elect Director Marina Hahn ---
                        Withhold
                 1.7    Elect Director Neil Harrison --- For
                 1.8    Elect Director Andrew R. Heyer ---
                        For
                 1.9    Elect Director Joseph Jimenez ---
                        Withhold
                 1.10   Elect Director Roger Meltzer ---
                        Withhold
                 1.11   Elect Director Larry S. Zilavy ---
                        Withhold
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Amend Non-Employee Director Stock     For        Against
                        Option Plan
                 4      Ratify Auditors                       For        Against
                          Percentage   of  total   fees   attributable   to
                          nonaudit work: 54.33 percent.


10/08/03 - A     The Marcus Corp. *MCS*            566330106                         08/08/03             2,000
                 1      Elect Directors                       For        For


12/09/03 - A     Thor Industries, Inc. *THO*       885160101                         10/21/03             2,100
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Neil D. Chrisman ---
                        For
                 1.2    Elect Director Alan Siegel ---
                        Withhold
                          WITHHOLD  votes from Alan Siegel for  standing as
                          an affiliated  outsider on the  Compensation  and
                          Nominating & Corporate Governance committees.
                 1.3    Elect Director Geoffrey A. Thomson
                        --- For
                 2      Increase Authorized Common Stock      For        Against
                 3      Approve Executive Incentive Bonus     For        For
                        Plan


12/03/03 - A     United Natural Foods, Inc.        911163103                         10/09/03             1,400
                 *UNFI*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


12/02/03 - A     Veritas DGC Inc. *VTS*            92343P107                         11/06/03             2,400
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Approve Option Exchange Program       For        For


10/23/03 - A     Verity, Inc. *VRTY*               92343C106                         08/26/03             2,600
                 1      Elect Directors                       For        For
                 1.1    Elect Director Anthony J.
                        Bettencourt --- For
                          We recommend that  shareholders  vote FOR Anthony
                          J.   Bettencourt,   but   WITHHOLD   votes   from
                          independent  outsider and Audit Committee  member
                          Stephen  A.   MacDonald   for  paying   excessive
                          non-audit fees.
                 1.2    Elect Director Stephen A. MacDonald
                        --- For
                 2      Ratify Auditors                       For        For


11/17/03 - A     Watson Wyatt & Company Holdings   942712100                         10/03/03             2,400
                 *WW*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Non-Employee Director Omnibus   For        For
                        Stock Plan
                 4      Other Business                        For        Against


12/16/03 - A     Wd-40 Company *WDFC*              929236107                         10/17/03             1,200
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Approve Non-Employee Director         For        For
                        Restricted Stock Plan
                 4      Ratify Auditors                       For        For


12/11/03 - A     WMS Industries Inc. *WMS*         929297109                         10/15/03             2,200
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Louis J. Nicastro
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  William C.
                          Bartholomay,  Harold  H.  Bach,  Jr.  and Neil D.
                          Nicastro.    We   recommend   that   shareholders
                          WITHHOLD  votes from William C.  Bartholomay  for
                          standing as an affiliated  outsider on the Audit,
                          Compensation and Nominating committes,  Harold H.
                          Bach, Jr. for standing as an affiliated  outsider
                          on the Audit  Committee  and Neil D. Nicastro for
                          standing  as  an   affiliated   oustider  on  the
                          Nominating Committee.
                 1.2    Elect Director Brian R. Gamache ---
                        For
                 1.3    Elect Director Norman J. Menell ---
                        For
                 1.4    Elect Director Harold H. Bach, Jr.
                        --- Withhold
                 1.5    Elect Director William C.
                        Bartholomay --- Withhold
                 1.6    Elect Director William E. McKenna
                        --- For
                 1.7    Elect Director Donna B. Moore ---
                        For
                 1.8    Elect Director Neil D. Nicastro ---
                        Withhold
                 1.9    Elect Director Harvey Reich --- For
                 1.10   Elect Director David M. Satz, Jr.
                        --- For
                 1.11   Elect Director Ira S. Sheinfeld ---
                        For
                 2      Ratify Auditors                       For        For


12/09/03 - S     Yellow Roadway Corp. *YELL*       985509108                         10/16/03             2,100
                 1      Issue Shares in Connection with an    For        For
                        Acquisition
                 2      Change Company Name                   For        For
                 3      Adjourn Meeting                       For        Against


11/06/03 - A     Zale Corp. *ZLC*                  988858106                         09/16/03             2,000
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Approve Executive Incentive Bonus     For        For
                        Plan
                 4      Ratify Auditors                       For        For





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT SMALL CAP INDEX FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/09/04 - A     ABM Industries Incorporated       000957100                         01/23/04             3,052
                 *ABM*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Luke S. Helms ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of independent  outsider Luke S. Helms.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from  Audit  Committee  member  Luke S. Helms for
                          paying excessive non-audit fees.
                 1.2    Elect Director Henry L. Kotkins,
                        Jr. --- For
                 1.3    Elect Director William W. Steele
                        --- For
                 2      Approve Employee Stock Purchase Plan  For        For


03/05/04 - A     Action Performance Companies,     004933107                         01/16/04               100
                 Inc *ATN*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


01/23/04 - A     ADVO, Inc. *AD*                   007585102                         11/28/03             2,250
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


01/21/04 - A     American Healthways, Inc.         02649V104                         12/01/03             1,100
                 *AMHC*
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Increase Authorized Common Stock      For        For


01/16/04 - A     Analogic Corp. *ALOG*             032657207                         12/04/03             1,100
                 1      Elect Directors                       For        For
                 1.1    Elect Director Bernard M. Gordon
                        --- For
                 1.2    Elect Director John A. Tarello ---
                        For
                 1.3    Elect Director John W. Wood Jr. ---
                        For
                 2      Amend Restricted Stock Plan           For        For
                 3      Amend Nonemployee Director Stock      For        For
                        Option Plan


03/24/04 - A     Ashworth, Inc. *ASHW*             04516H101                         01/26/04             1,200
                 1      Elect Directors                       For        For


02/12/04 - A     Atwood Oceanics, Inc. *ATW*       050095108                         12/31/03               100
                 1      Elect Directors                       For        For
                 1.1    Elect Director Deborah A. Beck ---
                        For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Robert W. Burgess
                        --- For
                 1.3    Elect Director George S. Dotson ---
                        For
                 1.4    Elect Director Hans Helmerich ---
                        For
                 1.5    Elect Director John R. Irwin --- For
                 1.6    Elect Director William J. Morrissey
                        --- For


01/30/04 - A     BankUnited Financial Corp.        06652B103                         12/02/03             2,300
                 *BKUNA*
                 1      Elect Directors                       For        For


02/24/04 - A     Bassett Furniture Industries,     070203104                         01/14/04               999
                 Inc. *BSET*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Peter W. Brown, M.D.
                        --- For
                 1.2    Elect Director Willie D. Davis ---
                        Withhold
                 1.3    Elect Director Alan T. Dickson ---
                        Withhold
                 1.4    Elect Director Paul Fulton --- For
                 1.5    Elect Director Howard H. Haworth
                        --- For
                 1.6    Elect Director Michael E. Murphy
                        --- For
                 1.7    Elect Director Dale C. Pond --- For
                 1.8    Elect Director Robert H. Spilman,
                        Jr. --- For
                 1.9    Elect Director David A. Stonecipher
                        --- For
                 2      Ratify Auditors                       For        For


03/02/04 - A     BEI Technologies, Inc. *BEIQ*     05538P104                         01/20/04             1,200
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


01/28/04 - A     Cascade Natural Gas Corp. *CGC*   147339105                         11/26/03               900
                 1      Elect Directors                       For        For
                 1.1    Elect Director Pirkko H. Borland
                        --- For
                 1.2    Elect Director Carl Burnham, Jr.
                        --- For
                 1.3    Elect Director Thomas E. Cronin ---
                        For
                 1.4    Elect Director David A. Ederer ---
                        For
                 1.5    Elect Director W. Brian Matsuyama
                        --- For
                 1.6    Elect Director Mary E. Pugh --- For
                 1.7    Elect Director Larry L. Pinnt ---
                        For
                 1.8    Elect Director Brooks G. Ragen ---
                        For
                 1.9    Elect Director Douglas G. Thomas
                        --- For
                 2      Approve Non-Employee Director Stock   For        For
                        Option Plan


01/13/04 - A     Catapult Communications Corp.     149016107                         11/14/03             1,000
                 *CATT*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Dr. Peter S. Cross
                        --- For
                 1.2    Elect Director Dr. Richard A. Karp
                        --- Withhold
                          WITHHOLD  votes  from  Dr.  Richard  A.  Karp for
                          failure to  establish an  independent  nominating
                          committee.
                 1.3    Elect Director Nancy H. Karp ---
                        Withhold
                          WITHHOLD  votes from  Nancy H. Karp for  standing
                          as  an  affiliated  outsider  on  the  Audit  and
                          Compensation   committees   and  for  failure  to
                          establish an independent nominating committee.
                 1.4    Elect Director Henry P. Massey, Jr.
                        --- Withhold
                          WITHHOLD  votes from Henry P.  Massey for failure
                          to establish an independent nominating committee.
                 1.5    Elect Director John M. Scandalios
                        --- For
                 1.6    Elect Director Charles L. Waggoner
                        --- For
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For
                 4      Other Business                        For        Against


02/10/04 - A     Central Parking Corp. *CPC*       154785109                         12/08/03             1,800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Monroe J. Carell,
                        Jr. --- For
                 1.2    Elect Director Raymond T. Baker ---
                        For
                 1.3    Elect Director Kathryn Carell Brown
                        --- For
                 1.4    Elect Director Cecil Conlee --- For
                 1.5    Elect Director Lewis Katz ---
                        Withhold
                 1.6    Elect Director Edward G. Nelson ---
                        For
                 1.7    Elect Director Owen G. Shell, Jr.
                        --- For
                 1.8    Elect Director Richard H. Sinkfield
                        --- For
                 1.9    Elect Director William B. Smith ---
                        For
                 2      Other Business                        For        Against


03/22/04 - A     Clarcor, Inc. *CLC*               179895107                         02/05/04             2,000
                 1      Elect Directors                       For        For
                 2      Approve Employee Stock Purchase Plan  For        For


03/25/04 - A     Coherent, Inc. *COHR*             192479103                         02/06/04             2,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Bernard J. Couillaud
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of  insiders   John  R.  Ambroseo  and
                          Bernard J.  Couillaud,  and affiliated  outsiders
                          Henry E.  Gauthier  and Robert J.  Quillinan.  We
                          recommend  shareholders  WITHHOLD votes from John
                          R.  Ambroseo,  Bernard  J.  Couillaud,  Henry  E.
                          Gauthier,  and Robert J. Quillinan for failure to
                          establish a majority  independent  board and also
                          from  Henry  E.   Gauthier  for  standing  as  an
                          affiliated  outsider on the Audit,  Compensation,
                          and Nominating committees.
                 1.2    Elect Director Henry E. Gauthier
                        --- Withhold
                 1.3    Elect Director John R. Ambroseo ---
                        Withhold
                 1.4    Elect Director Charles W. Cantoni
                        --- For
                 1.5    Elect Director John H. Hart --- For
                 1.6    Elect Director Robert J. Quillinan
                        --- Withhold
                 1.7    Elect Director Lawrence Tomlinson
                        --- For
                 1.8    Elect Director Frank P. Carrubba
                        --- For
                 2      Amend Stock Option Plan               For        For
                 3      Amend Stock Option Plan               For        For
                 4      Ratify Auditors                       For        For


01/22/04 - A     Commercial Metals Co. *CMC*       201723103                         11/24/03             2,100
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


02/06/04 - S     CONCERTO SOFTWARE INC             20602T106                         12/19/03               900
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


03/04/04 - A     Cuno Inc. *CUNO*                  126583103                         01/21/04             1,400
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For


01/15/04 - A     Delta & Pine Land Company *DLP*   247357106                         11/21/03             2,800
                 1      Elect Directors                       For        For
                 2      Ratify Auditor                        For        For


01/22/04 - A     Digi International Inc. *DGII*    253798102                         12/05/03             1,600
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Guy C. Jackson ---
                        For
                 1.2    Elect Director Mykola Moroz ---
                        Withhold
                          WITHHOLD  votes from Mykola Moroz for standing as
                          an affiliated outsider on the Audit Committee.
                 2      Ratify Auditors                       For        For


03/02/04 - A     Engineered Support Systems,       292866100                         01/16/04             1,057
                 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
                 3      Approve Stock Option Plan             For        For


01/14/04 - A     Enzo Biochem, Inc. *ENZ*          294100102                         11/24/03             2,212
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/03/04 - A     Esterline Technologies Corp.      297425100                         01/05/04             1,600
                 *ESL*
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For


01/08/04 - A     Factset Research Systems, Inc.    303075105                         11/07/03             2,500
                 *FDS*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


02/04/04 - A     Florida Rock Industries, Inc.     341140101                         12/08/03             2,150
                 *FRK*
                 1      Elect Directors                       For        For


03/31/04 - A     Gencorp Inc. *GY*                 368682100                         02/02/04             3,400
                 1      Elect Directors                       For        Split
                 1.1    Elect Director J. Robert Anderson
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Robert A. Wolfe and Terry L. Hall.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from  Robert  A.  Wolfe  and  Terry  L.  Hall for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director Terry L. Hall ---
                        Withhold
                 1.3    Elect Director Robert A. Wolfe ---
                        Withhold
                 2      Ratify Auditors                       For        For


02/05/04 - A     Griffon Corp. *GFF*               398433102                         12/26/03             2,220
                 1      Elect Directors                       For        For


03/11/04 - A     Haggar Corp. *HGGR*               405173105                         01/20/04               500
                 1      Elect Directors                       For        For
                 1.1    Elect Director J.M. Haggar III ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of James Neal  Thomas and  Richard W.
                          Heath.  We recommend that  shareholders  WITHHOLD
                          votes from  Audit  Committee  members  James Neal
                          Thomas and Richard W. Heath for paying  excessive
                          non-audit fees.
                 1.2    Elect Director Richard W. Heath ---
                        For
                 1.3    Elect Director James Neal Thomas
                        --- For
                 2      Ratify Auditors                       For        For
                          One of the  most  important  issues  relating  to
                          auditors  is the  independence  of  the  auditing
                          process.  The  auditor's  independence  from  the
                          company being  audited  reduces the potential for
                          abuse.  Recently,   many  accounting  firms  have
                          expanded  their  business to include  broad-based
                          consulting  services.  We  believe  that  in some
                          cases,  such consulting  services,  when operated
                          side by side with the  accounting  business,  can
                          lower auditor  objectivity.  More than 50% of the
                          total fees paid to the  auditor  is  attributable
                          to non-audit work. This notably  disproportionate
                          fee arrangement  could  significantly  impair the
                          auditor's  independence.   We  recommend  a  vote
                          against this proposal.


01/28/04 - A     Hutchinson Technology             448407106                         12/04/03             1,900
                 Incorporated *HTCH*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director W. Thomas Brunberg
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions of  independent  outsiders  Richard B.
                          Solum, R. Frederick  McCoy,  Jr., Russell Huffer,
                          and  W.  Thomas   Brunberg.   We  recommend  that
                          shareholders  WITHHOLD  votes  from R.  Frederick
                          McCoy,   Jr.  for  poor   attendance   and  Audit
                          Committee  members  Richard  B.  Solum,   Russell
                          Huffer,   and  W.  Thomas   Brunberg  for  paying
                          excessive non-audit fees.
                 1.2    Elect Director Archibald Cox, Jr.
                        --- For
                 1.3    Elect Director Wayne M. Fortun ---
                        For
                 1.4    Elect Director Jeffrey W. Green ---
                        For
                 1.5    Elect Director Russell Huffer ---
                        Withhold
                 1.6    Elect Director R. Frederick McCoy,
                        Jr. --- Withhold
                 1.7    Elect Director William T. Monahan
                        --- For
                 1.8    Elect Director Richard B. Solum ---
                        Withhold
                 2      Ratify Auditors                       For        Against


03/23/04 - A     IDEX Corp. *IEX*                  45167R104                         02/17/04             2,600
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Paul E. Raether ---
                        Withhold
                          We  recommend  a vote  FOR Neil A.  Springer  and
                          Dennis   K.    Williams.    We   recommend   that
                          shareholders  WITHHOLD votes from Paul E. Raether
                          for  standing  as an  affiliated  outsider on the
                          nominating committee.
                 1.2    Elect Director Neil A. Springer ---
                        For
                 1.3    Elect Director Dennis K. Williams
                        --- For
                 2      Ratify Auditors                       For        For


02/05/04 - A     J & J Snack Foods Corp. *JJSF*    466032109                         12/08/03               700
                 1      Elect Directors                       For        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.


02/13/04 - A     Jack In the Box Inc. *JBX*        466367109                         12/19/03             2,700
                 1      Elect Directors                       For        For
                 1.1    Elect Director Michael E. Alpert
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Edward W. Gibbons
                        --- For
                 1.3    Elect Director Anne B. Gust --- For
                 1.4    Elect Director Alice B. Hayes ---
                        For
                 1.5    Elect Director Murray H. Hutchison
                        --- For
                 1.6    Elect Director Linda A. Lang --- For
                 1.7    Elect Director Michael W. Murphy
                        --- For
                 1.8    Elect Director Robert J. Nugent ---
                        For
                 1.9    Elect Director L. Robert Payne ---
                        For
                 2      Approve Omnibus Stock Plan            For        For
                          The  total  cost of the  company's  plans of 9.65
                          percent  is  within  the  allowable  cap for this
                          company  of  10.26  percent.  Additionally,  this
                          plan expressly forbids repricing.
                 3      Ratify Auditors                       For        For


02/14/04 - A     Keithley Instruments, Inc.        487584104                         12/16/03             1,200
                 *KEI*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Joseph P. Keithley
                        --- For
                          For the holders of common  stock,  we recommend a
                          vote FOR the  directors.        For  the  holders
                          of  common  stock and  Class B common  stock,  we
                          recommend a vote FOR the directors.
                 1.2    Elect Director Brian R. Bachman ---
                        For
                 1.3    Elect Director James T. Bartlett
                        --- For
                 1.4    Elect Director James B. Griswold
                        --- For
                 1.5    Elect Director Leon J. Hendrix, Jr.
                        --- For
                 1.6    Elect Director William J. Hudson,
                        Jr. --- For
                 1.7    Elect Director Dr. N. Mohan Reddy
                        --- For
                 1.8    Elect Director R. Elton White ---
                        For


02/12/04 - A     Kronos Inc. *KRON*                501052104                         12/17/03             2,250
                 1      Elect Directors                       For        For
                 1.1    Elect Director Richard J. Dumler
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Samuel Rubinovitz
                        --- For
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For
                 4      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


02/10/04 - A     Kulicke & Soffa Industries,       501242101                         12/12/03             3,700
                 Inc. *KLIC*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Brian R. Bachman ---
                        For
                          We recommend that  shareholders vote FOR Brian R.
                          Bachman,  but WITHHOLD votes from Audit Committee
                          member  Philip V.  Gerdine  for paying  excessive
                          non-audit fees.
                 1.2    Elect Director Philip V. Gerdine
                        --- For
                 2      Ratify Auditors                       For        For


01/21/04 - A     Lindsay Manufacturing Co. *LNN*   535555106                         12/12/03               100
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Howard G. Buffett
                        --- Withhold
                          WITHHOLD  votes from  Howard G.  Buffett for poor
                          attendance.
                 1.2    Elect Director William F. Welsh II
                        --- For
                 1.3    Elect Director Michael C. Nahl ---
                        For
                 2      Ratify Auditors                       For        For


02/12/04 - A     Mapinfo Corp. *MAPS*              565105103                         12/16/03             1,200
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Mark P. Cattini ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions   of  Quinn   H.   Tran,   Robert   P.
                          Schechter,  Joni Kahn, John C. Cavalier, and Mark
                          P.  Cattini.   We  recommend  that   shareholders
                          WITHHOLD  votes  from  Audit  Committee   members
                          Quinn H.  Tran,  Robert  P.  Schechter,  and Joni
                          Kahn  for  paying  excessive  non-audit  fees and
                          John C.  Cavalier and Mark P. Cattini for failure
                          to establish an independent nominating committee.
                 1.2    Elect Director John C. Cavalier ---
                        Withhold
                 1.3    Elect Director Joni Kahn ---
                        Withhold
                 1.4    Elect Director Thomas L. Massie ---
                        For
                 1.5    Elect Director Robert P. Schechter
                        --- Withhold
                 1.6    Elect Director Quinn H. Tran ---
                        Withhold
                 2      Amend Employee Stock Purchase Plan    For        For
                          We  approve  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 Non-Employee Director Stock     For        For
                        Option Plan
                          The total  cost of the  company's  plans of 12.82
                          percent  is  within  the  allowable  cap for this
                          company of 19.71 percent.
                 4      Ratify Auditors                       For        Against


03/18/04 - A     Maximus Inc. *MMS*                577933104                         01/09/04             1,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Paul R. Lederer ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception of James R. Thompson,  Jr. We recommend
                          that  shareholders  WITHHOLD  votes from James R.
                          Thompson,  Jr. for poor attendance,  for standing
                          as an  affiliated  outsider  on the  Compensation
                          and  Nominating  committees,  and for  sitting on
                          more than six boards.
                 1.2    Elect Director Peter B. Pond --- For
                 1.3    Elect Director James R. Thompson,
                        Jr. --- Withhold
                 2      Amend Employee Stock Purchase Plan    For        For


03/02/04 - A     Mesa Air Group, Inc. *MESA*       590479101                         01/09/04             2,400
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        Against
                 3      Submit Shareholder Rights Plan        Against    For
                        (Poison Pill) to Shareholder Vote
                 4      Ratify Auditors                       For        For


01/08/04 - S     Methode Electronics, Inc.         591520200                         11/18/03             2,700
                 *METH*
                 1      Approve Merger Agreement              For        For


02/17/04 - A     Methode Electronics, Inc.         591520200                         01/09/04             2,700
                 *METH*
                 1      Elect Directors                       For        For


02/25/04 - A     Microsemi Corp. *MSCC*            595137100                         01/09/04             2,100
                 1      Elect Directors                       For        Split
                 1.1    Elect Director James J. Peterson
                        --- For
                 1.2    Elect Director Nick E. Yocca ---
                        Withhold
                 1.3    Elect Director Thomas R. Anderson
                        --- For
                 1.4    Elect Director Dennis R. Leibel ---
                        For
                 1.5    Elect Director William E. Bendush
                        --- For
                 1.6    Elect Director William L. Healey
                        --- For
                 1.7    Elect Director Harold A. Blonquist
                        --- For


02/10/04 - S     Mid Atlantic Medical Services,    59523C107                         01/15/04             3,600
                 Inc.
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


03/09/04 - A     MRO Software, Inc. *MROI*         55347W105                         01/26/04             1,800
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Ratify Auditors                       For        For


03/26/04 - S     NCO Group, Inc. *NCOG*            628858102                         02/19/04             2,000
                 1      Approve Merger Agreement              For        For


01/21/04 - A     New Jersey Resources Corp.        646025106                         12/12/03             2,100
                 *NJR*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/25/04 - A     OMNOVA Solutions Inc. *OMN*       682129101                         02/02/04             3,100
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


02/03/04 - A     Oshkosh Truck Corp. *OSK*         688239201                         12/10/03             2,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director J. William Andersen
                        as Class A Director --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of J. Peter Mosling,  Jr., from whom we
                          recommend   shareholders   WITHHOLD   votes   for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 1.2    Elect Director Robert G. Bohn as
                        Class A Director --- For
                 1.3    Elect Director Frederick M. Franks,
                        Jr. as Class A Director --- For
                 1.4    Elect Director Michael W. Grebe as
                        Class A Director --- For
                 1.5    Elect Director Kathleen J. Hempel
                        as Class A Director --- For
                 1.6    Elect Director J. Peter Mosling,
                        Jr. as Class A Director --- Withhold
                 1.7    Elect Director Stephen P. Mosling
                        as Class A Director --- For
                 1.8    Approve Omnibus Stock Plan            For        For


01/20/04 - A     Penford Corp. *PENX*              707051108                         12/05/03               700
                 1      Elect Directors                       For        For


03/08/04 - A     Phoenix Technologies Ltd.         719153108                         02/11/04               100
                 *PTEC*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


02/27/04 - A     Piedmont Natural Gas Co., Inc.    720186105                         01/09/04             2,600
                 *PNY*
                 A.1    Elect Director Jerry W. Amos          For        For
                 A.2    Elect Director D. Hayes Clement       For        For
                 A.3    Elect Director Thomas E. Skains       For        For
                 A.4    Elect Director Frank B. Holding, Jr.  For        For
                 A.5    Elect Director David E. Shi           For        For
                 B      Ratify Auditors                       For        For
                 C      Approve/Amend Executive Incentive     For        For
                        Bonus Plan


01/29/04 - A     Planar Systems, Inc. *PLNR*       726900103                         12/12/03             1,100
                 1      Elect Directors                       For        For


02/26/04 - A     Quanex Corp. *NX*                 747620102                         01/07/04               800
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For


03/26/04 - A     Quiksilver, Inc. *ZQK*            74838C106                         02/06/04             4,200
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William M. Barnum,
                        Jr. --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of independent  outsider Franck Riboud,
                          affiliated  outsiders Robert G. Kirby, Charles E.
                          Crowe,  and  insiders  Robert B.  McKnight,  Jr.,
                          Bernard Mariette.  We recommend that shareholders
                          WITHHOLD   votes  from  Franck  Riboud  for  poor
                          attendance,  Robert G. Kirby for  standing  as an
                          affiliated    outsider    on   the    Audit   and
                          Compensation   committees   and  for  failure  to
                          establish  a  majority   independent  board,  and
                          Charles E.  Crowe,  Robert B.  McKnight,  Jr. and
                          Bernard  Mariette  for  failure  to  establish  a
                          majority independent board.
                 1.2    Elect Director Charles E. Crowe ---
                        Withhold
                 1.3    Elect Director Michael H. Gray ---
                        For
                 1.4    Elect Director Robert G. Kirby ---
                        Withhold
                 1.5    Elect Director Bernard Mariette ---
                        Withhold
                 1.6    Elect Director Robert B. McKnight,
                        Jr. --- Withhold
                 1.7    Elect Director Franck Riboud ---
                        Withhold
                 1.8    Elect Director Tom Roach --- For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Approval of the Terms of the          For        For
                        Executive Incentive Plan


01/30/04 - S     Radiant Systems, Inc. *RADS*      75025N102                         11/28/03             2,100
                 1      Approve Spin-Off Agreement            For        For


03/15/04 - S     Rainbow Technologies, Inc.        750862104                         02/05/04             2,000
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


02/05/04 - A     Ralcorp Holdings, Inc. *RAH*      751028101                         11/28/03             2,200
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Richard A. Liddy ---
                        For
                          We recommend that  shareholders  vote FOR Richard
                          A.  Liddy,  but  WITHHOLD  votes from  affiliated
                          outsider  William P.  Stiritz for  standing as an
                          affiliated   outsider  on  the  Compensation  and
                          Nominating Committees.
                 1.2    Elect Director William P. Stiritz
                        --- Withhold


01/23/04 - A     Rock-Tenn Company *RKT*           772739207                         12/04/03             2,700
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For


03/30/04 - A     Skyworks Solutions, Inc. *SWKS*   83088M102                         01/30/04            11,400
                 1      Elect Directors                       For        For
                 1.1    Elect Director Kevin L. Beebe ---
                        For
                 1.2    Elect Director Timothy R. Furey ---
                        For
                 1.3    Elect Director David J. Mclachlan
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


01/21/04 - A     Sonic Corp. *SONC*                835451105                         11/28/03             2,900
                 1      Elect Directors                       For        For
                 2      Other Business                        For        Against


03/08/04 - S     Staten Island Bancorp, Inc.       857550107                         01/26/04             4,500
                 *SIB*
                 1      Approve Merger Agreement              For        For


02/11/04 - A     Steak & Shake Company (The)       857873103                         12/05/03             2,100
                 *SNS*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Peter M. Dunn --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of James Williamson,  Jr., from whom we
                          recommend   shareholders   WITHHOLD   votes   for
                          standing  as  an   affiliated   outsider  on  the
                          Compensation Committee.
                 1.2    Elect Director Alan B. Gilman ---
                        For
                 1.3    Elect Director Stephen Goldsmith
                        --- For
                 1.4    Elect Director Wayne L. Kelley ---
                        For
                 1.5    Elect Director Charles E. Lanham
                        --- For
                 1.6    Elect Director Ruth J. Person ---
                        For
                 1.7    Elect Director J. Fred Risk --- For
                 1.8    Elect Director John W. Ryan --- For
                 1.9    Elect Director James Williamson,
                        Jr. --- Withhold
                 2      Amend Restricted Stock Plan           For        For
                                    The  total cost of the company's  plans
                          of 7.56 percent is within the  allowable  cap for
                          this company of 10.62 percent.
                 3      Approve Non-Employee Director Stock   For        For
                        Option Plan
                          Multiple  Plan Notes:  The  combined  shareholder
                          value  transfer for all plans  considered is 7.62
                          percent.   The   aggregate   value   of  all  the
                          proposals   does   not   exceed   the   company's
                          allowable   shareholder  value  transfer  cap  of
                          10.62  percent.  However,  we support  only those
                          plans that provide,  in  aggregate,  the greatest
                          shareholder  value transfer without exceeding the
                          allowable  cap and that do not violate  repricing
                          guidelines.
                          Vote Recommendation  The   total   cost  of  the
                          company's  plans of 6.16  percent  is within  the
                          allowable cap for this company of 10.62 percent.
                 4      Ratify Auditors                       For        For


01/22/04 - A     Steel Technologies Inc. *STTX*    858147101                         12/05/03               800
                 1      Elect Directors                       For        Withhold
                 1.1    Elect Director Michael J. Carroll
                        --- Withhold
                          WITHHOLD  votes from  insiders  Stuart N. Ray and
                          Michael  J.  Carroll  and   affiliated   outsider
                          William E.  Hellman for failure to  establish  an
                          independent nominating committee.
                 1.2    Elect Director William E. Hellmann
                        --- Withhold
                 1.3    Elect Director Stuart N. Ray ---
                        Withhold


02/06/04 - A     Sybron Dental Specialties, Inc.   871142105                         12/17/03             2,800
                 *SYD*
                 1      Elect Directors                       For        For


02/12/04 - S     Systems & Computer Technology     871873105                         12/30/03             2,500
                 Corp.
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


02/26/04 - A     Tetra Tech, Inc. *TTEK*           88162G103                         12/29/03             4,000
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


03/23/04 - A     The Cooper Companies, Inc.        216648402                         02/03/04             2,400
                 *COO*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Amend Omnibus Stock Plan              For        For


01/30/04 - A     The Shaw Group Inc. *SGR*         820280105                         12/10/03             4,300
                 1      Elect Directors                       For        For
                 1.1    Elect Director J.M. Bernhard, Jr.
                        --- For
                 1.2    Elect Director L. Lane Grigsby ---
                        For
                 1.3    Elect Director David W. Hoyle ---
                        For
                 1.4    Elect Director Albert D. McAlister
                        --- For
                 1.5    Elect Director Charles E. Roemer,
                        III --- For
                 1.6    Elect Director John W. Sinders, Jr.
                        --- For
                 1.7    Elect Director T.A. Barfield, Jr.
                        --- For
                 1.8    Elect Director James F. Barker ---
                        For
                 2      Amend Omnibus Stock Plan              For        Against
                          Although  the total cost of the  company's  plans
                          of 8.77 percent is within the  allowable  cap for
                          this  company of 11.61  percent,  the plan allows
                          repricing of  underwater  stock  options  without
                          shareholder  approval,  which we believe  reduces
                          the incentive value of the plan.
                 3      Amend Non-Employee Director Stock     For        For
                        Option Plan
                 4      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


03/12/04 - A     The Toro Company *TTC*            891092108                         01/14/04             1,900
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert C. Buhrmaster
                        --- For
                 1.2    Elect Director Winslow H. Buxton
                        --- For
                 1.3    Elect Director Robert H. Nassau ---
                        For
                 1.4    Elect Director Christopher A.
                        Twomey --- For
                 2      Ratify Auditors                       For        For
                 3      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


02/24/04 - A     UGI Corp. *UGI*                   902681105                         12/12/03             3,200
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposal
                 4      Submit Shareholder Rights Plan        Against    For
                        (Poison Pill) to Shareholder Vote


03/23/04 - A     URS Corp. *URS*                   903236107                         01/30/04               100
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve/Amend Executive Incentive     For        For
                        Bonus Plan


02/10/04 - A     Varian Semiconductor Equipment    922207105                         12/15/03             2,500
                 Associates, Inc. *VSEA*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert W. Dutton ---
                        For
                          We recommend a vote FOR the directors.
                 2      Amend Omnibus Stock Plan              For        For
                          The cost  associated  with the  proposed  100,000
                          shares of performance units,  performance shares,
                          and/or   restricted  stock  is  included  in  the
                          calculations  below.  As such,  because the total
                          cost of the  company's  plans of 9.95  percent is
                          within  the  allowable  cap for this  company  of
                          12.31  percent,  we  recommend  a vote  FOR  this
                          proposal.
                 3      Amend Omnibus Stock Plan              For        For
                          The  total  cost of the  company's  plans of 9.95
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.
                 4      Ratify Auditors                       For        For


01/13/04 - A     Winnebago Industries, Inc.        974637100                         11/10/03             1,300
                 *WGO*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Joseph W. England
                        --- For
                 1.2    Elect Director Irvin E. Aal --- For
                 2      Approve Omnibus Stock Plan            For        For


01/28/04 - A     Woodward Governor Company         980745103                         12/01/03               900
                 *WGOV*
                 1      Elect Directors                       For        For





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT SMALL CAP INDEX FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

04/22/04 - A     A. M. Castle & Co. *CAS*         148411101                          03/02/04             1,298
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward F. Culliton
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception of Michael Simpson.  We recommend that
                          shareholders   WITHHOLD   votes   from   Michael
                          Simpson for standing as an  affiliated  outsider
                          on the Compensation Committee.
                 1.2   Elect Director William K. Hall ---
                       For
                 1.3   Elect Director Robert S. Hamada ---
                       For
                 1.4   Elect Director Patrick J. Herbert,
                       III --- For
                 1.5   Elect Director John W. Mccarter,
                       Jr. --- For
                 1.6   Elect Director John Mccartney ---
                       For
                 1.7   Elect Director G. Thomas Mckane ---
                       For
                 1.8   Elect Director John W. Puth --- For
                 1.9   Elect Director Michael Simpson ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/05/04 - A     A. O. Smith Corp. *SAOSA*        831865209                          02/25/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     A.T. Cross Company *ATX*         227478104                          03/03/04             1,299
                 1     Fix Number of Directors               For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Approve Outside Director Stock        For        For                    Mgmt
                       Awards/Options in Lieu of Cash


04/27/04 - A     Aaron Rents, Inc. *RNT.A*        002535201                          03/05/04             2,650
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director R Charles Loudermilk
                       Sr --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of William K. Butler,  Jr.,  Gilbert
                          L. Danielson,  Robert C. Loudermilk, Jr., and R.
                          Charles  Loudermilk,   Sr..  We  recommend  that
                          shareholders  WITHHOLD  votes  from  William  K.
                          Butler,  Jr.,  Gilbert L.  Danielson,  Robert C.
                          Loudermilk,  Jr., and R. Charles Loudermilk, Sr.
                          for   failure  to   establish   an   independent
                          nominating committee.
                 1.2   Elect Director Robert C. Loudermilk
                       Jr --- Withhold
                 1.3   Elect Director Gilbert L. Danielson
                       --- Withhold
                 1.4   Elect Director Earl Dolive --- For
                 1.5   Elect Director Ronald W. Allen ---
                       For
                 1.6   Elect Director Leo Benatar --- For
                 1.7   Elect Director Ingrid Saunders
                       Jones --- For
                 1.8   Elect Director William K. Butler,
                       Jr. --- Withhold
                 1.9   Elect Director Ray M. Robinson ---
                       For
                 1.10  Elect Director David L. Kolb --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/05/04 - A     Advanced Energy Industries,      007973100                          03/15/04             2,499
                 Inc. *AEIS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Albany International Corp.       012348108                          03/08/04             2,668
                 *AIN*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank R. Schmeler
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsider  Francis L.
                          McKone and insiders Frank R.  Schmeler,  John C.
                          Standish,  Christine L. Standish,  and Thomas R.
                          Beecher,  Jr.  We  recommend  that  shareholders
                          WITHHOLD   votes  from  Francis  L.  McKone  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation   Committee   and  for  failure  to
                          establish  a majority  independent  board,  from
                          Christine   L.   Standish  for  standing  as  an
                          insider on the  Compensation  Committee  and for
                          failure  to  establish  a  majority  independent
                          board,  and from Thomas R.  Beecher for standing
                          as  an   insider   on   the   Compensation   and
                          Nominating   committees   and  for   failure  to
                          establish a majority  independent board. We also
                          recommend that shareholders  WITHHOLD votes from
                          Frank R.  Schmeler  for  failure to  establish a
                          majority  independent  board  and  from  John C.
                          Standish  for  standing  as an  insider  on  the
                          Nominating   Committee   and  for   failure   to
                          establish a majority independent board.
                 1.2   Elect Director Thomas R. Beecher,
                       Jr. --- Withhold
                 1.3   Elect Director Francis L. McKone
                       --- Withhold
                 1.4   Elect Director Barbara P. Wright
                       --- For
                 1.5   Elect Director Joseph G. Morone ---
                       For
                 1.6   Elect Director Christine L.
                       Standish --- Withhold
                 1.7   Elect Director Erland E. Kailbourne
                       --- For
                 1.8   Elect Director John C. Standish ---
                       Withhold
                 1.9   Elect Director Hugh J. Murphy ---
                       For
                 2     Approve Outside Director Stock        For        For                    Mgmt
                       Awards in Lieu of Cash


05/25/04 - A     Alpharma Inc. *ALO*              020813101                          04/02/04             2,566
                 1     Elect Directors                       For        For                    Mgmt


05/06/04 - A     American Medical Systems         02744M108                          03/19/04             2,700
                 Holdings, Inc. *AMMD*
                 1     Elect Directors                       For        For                    Mgmt


05/11/04 - A     American States Water Company    029899101                          03/18/04               100
                 *AWR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     AmeriGroup Corp. *AGP*           03073T102                          03/29/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Amsurg Corp. *AMSG*              03232P405                          04/02/04             2,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total  cost of the  company's  plan of 13.09
                          percent  is  above  the  allowable  cap for this
                          company of 12.95 percent.
                 4     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Angelica Corp. *AGL*             034663104                          03/31/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan


05/20/04 - A     Anixter International Inc.       035290105                          03/31/04               870
                 *AXE*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


06/22/04 - A     Apogee Enterprises, Inc.         037598109                          04/28/04             1,906
                 *APOG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Applica Incorporated *APN*       03815A106                          03/22/04             1,725
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     AptarGroup, Inc. *ATR*           038336103                          03/11/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan


05/17/04 - A     Arbitron, Inc. *ARB*             03875Q108                          04/02/04             2,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Alan Aldworth --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider   Lawrence
                          Perlman.    We   recommend   that   shareholders
                          WITHHOLD   votes  from   Lawrence   Perlman  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director Erica Farber --- For
                 1.3   Elect Director Kenneth F. Gorman
                       --- For
                 1.4   Elect Director Philip Guarascio ---
                       For
                 1.5   Elect Director Larry E.
                       Kittelberger --- For
                 1.6   Elect Director Stephen B. Morris
                       --- For
                 1.7   Elect Director Luis G. Nogales ---
                       For
                 1.8   Elect Director Lawrence Perlman ---
                       For
                 1.9   Elect Director Richard A. Post ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/23/04 - A     Arch Chemicals, Inc. *ARJ*       03937R102                          03/03/04             1,899
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Argosy Gaming Co. *AGY*          040228108                          03/10/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Lance Callis --- For
                 1.2   Elect Director John B. Pratt, Sr.
                       --- For
                 1.3   Elect Director Edward F. Brennan
                       --- 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.


05/19/04 - A     Arqule, Inc. *ARQL*              04269E107                          04/02/04             2,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


05/06/04 - A     Artesyn Technologies, Inc.       043127109                          03/08/04               600
                 *ATSN*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward S. Croft, III
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Ronald  D.
                          Schmidt.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  Ronald  D.  Schmidt  for
                          standing  as  an  affiliated   outsider  on  the
                          Governance and Nominating Committee.
                 1.2   Elect Director Lawrence J. Matthews
                       --- For
                 1.3   Elect Director Joseph M. O'Donnell
                       --- For
                 1.4   Elect Director Stephen A.
                       Ollendorff --- For
                 1.5   Elect Director Phillip A. O'Reilly
                       --- For
                 1.6   Elect Director Bert Sager --- For
                 1.7   Elect Director A. Eugene Sapp, Jr.
                       --- For
                 1.8   Elect Director Ronald D. Schmidt
                       --- Withhold
                 1.9   Elect Director Lewis Solomon --- For
                 1.10  Elect Director John M. Steel --- For
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


04/27/04 - A     Astec Industries, Inc. *ASTE*    046224101                          02/25/04             1,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director J. Don Brock --- For
                 1.2   Elect Director Albert E. Guth ---
                       For
                 1.3   Elect Director W. Norman Smith ---
                       For
                 1.4   Elect Director William B. Sansom
                       --- For
                 2     Elect Director R. Douglas Moffat      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.


05/26/04 - A     Atlantic Coast Airlines          048396105                          04/02/04             3,697
                 Holdings, Inc. *ACAI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Kerry B. Skeen ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsiders  Caroline
                          (Maury) Devine,  Susan MacGregor  Coughlin,  and
                          Robert   E.   Buchanan.    We   recommend   that
                          shareholders  WITHHOLD  votes from  Compensation
                          Committee   members   Caroline  (Maury)  Devine,
                          Susan   MacGregor   Coughlin,   and   Robert  E.
                          Buchanan not aligning  CEO's  compensation  with
                          the interests of shareholders.
                 1.2   Elect Director Thomas J. Moore ---
                       For
                 1.3   Elect Director C. Edward Acker ---
                       For
                 1.4   Elect Director Robert E. Buchanan
                       --- Withhold
                 1.5   Elect Director Susan MacGregor
                       Coughlin --- Withhold
                 1.6   Elect Director Caroline (Maury)
                       Devine --- Withhold
                 1.7   Elect Director Daniel L. McGinnis
                       --- For
                 1.8   Elect Director James C. Miller III
                       --- For
                 1.9   Elect Director W. Anthony (Tony)
                       Rice --- For
                 2     Change Company Name                   For        For                    Mgmt
                 3     Eliminate Class of Common Stock       For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Avid Technology, Inc. *AVID*     05367P100                          03/31/04             2,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Avista Corporation *AVA*         05379B107                          03/12/04             3,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


04/29/04 - A     Axcelis Technologies Inc         054540109                          03/08/04             6,669
                 *ACLS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gary L. Tooker ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of  affiliated  outsider  Alexander M.
                          Cutler. We recommend that shareholders  WITHHOLD
                          votes from  Alexander  M. Cutler for standing as
                          an    affiliated    outsider   on   the   Audit,
                          Compensation and Nominating committees.
                 1.2   Elect Director Patrick H. Nettles
                       --- For
                 1.3   Elect Director Alexander M. Cutler
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Aztar Corp. *AZR*                054802103                          03/18/04               238
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/14/04 - A     Barnes Group, Inc. *B*           067806109                          02/17/04               600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Deferred Compensation Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Benchmark Electronics, Inc.      08160H101                          03/31/04             3,300
                 *BHE*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Boston Communications Group,     100582105                          04/14/04               144
                 Inc. *BCGI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James A. Dwyer, Jr.
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of   independent   outsider  Paul  R.
                          Gudonis.    We   recommend   that   shareholders
                          WITHHOLD  votes  from   Compensation   Committee
                          member  Paul R.  Gudonis  for not  aligning  the
                          CEO's   compensation   with  the   interests  of
                          shareholders.
                 1.2   Elect Director Paul R. Gudonis ---
                       Withhold
                 1.3   Elect Director Frederick E. von
                       Mering --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Boston Private Financial         101119105                          03/03/04             1,900
                 Holdings, Inc. *BPFH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                          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 27.70  percent is above the allowable cap for
                          this company of 19.86 percent.
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/27/04 - A     Bowne & Co., Inc. *BNE*          103043105                          04/01/04             2,699
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     Brookline Bancorp, Inc. *BRKL*   11373M107                          03/01/04             4,404
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Brooks Automation, Inc. *BRKS*   114340102                          03/05/04             3,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/05/04 - A     Brooktrout Inc. *BRKT*           114580103                          03/15/04             1,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Robert G. Barrett
                       --- For
                 1.2   Elect Director Eric R. Giler --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 33.21
                          percent  is  above  the  allowable  cap for this
                          company of 10.64 percent.          Equity grants
                          of options to top five named executive  officers
                          is 37.81 percent of the total shares  awarded in
                          the current  year.  More than one quarter of the
                          total  shares  granted in the current  year were
                          made to top five executives.


05/27/04 - A     Brown Shoe Company, Inc. *BWS*   115736100                          04/05/04             1,300
                 1     Elect Directors                       For        For                    Mgmt


05/04/04 - A     Brush Engineered Materials       117421107                          03/05/04             1,300
                 Inc. *BW*
                 1     Elect Directors                       For        For                    Mgmt


05/04/04 - A     Building Material Holding        120113105                          03/11/04             1,200
                 Corp. *BMHC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/27/04 - S     Butler Manufacturing Co.         123655102                          03/19/04               700
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Adjourn Meeting                       For        Against                Mgmt


05/26/04 - A     C&D Technologies, Inc. *CHP*     124661109                          04/07/04             2,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Cabot Oil & Gas Corp. *COG*      127097103                          03/11/04             2,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert F. Bailey ---
                       For
                          We  recommend  a vote FOR  Robert F.  Bailey but
                          WITHHOLD   votes   from  John  G.L.   Cabot  for
                          standing as an affiliated  outsider on the Audit
                          and Nominating committees.
                 1.2   Elect Director John G.L. Cabot ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Cal Dive International, Inc.     127914109                          03/24/04             1,200
                 *CDIS*
                 1     Elect Directors                       For        For                    Mgmt


04/22/04 - A     Cambrex Corp. *CBM*              132011107                          03/15/04             2,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Capital Automotive Reit *CARS*   139733109                          03/01/04             2,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Captaris, Inc. *CAPA*            14071N104                          03/05/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Caraustar Industries, Inc.       140909102                          03/12/04             2,300
                 *CSAR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        Against                Mgmt
                       Omnibus Stock Plan
                          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 12.34  percent is above the allowable cap for
                          this company of 11.90 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


06/15/04 - A     Carreker Corporation *CANI*      144433109                          04/27/04             2,099
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Cash America International,      14754D100                          03/04/04             1,335
                 Inc. *PWN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     CEC Entertainment, Inc. *CEC*    125137109                          03/25/04             3,150
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Restricted Stock Plan         For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


05/04/04 - A     Central Vermont Public Service   155771108                          02/27/04             1,100
                 Corp. *CV*
                 1     Elect Directors                       For        For                    Mgmt


05/28/04 - A     Cerner Corp. *CERN*              156782104                          04/02/04             2,471
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          The total cost of the  company's  plans of 20.78
                          percent  is  above  the  allowable  cap for this
                          company of 16.74 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     CH Energy Group Inc *CHG*        12541M102                          03/01/04             1,201
                 1     Elect Directors                       For        For                    Mgmt


04/27/04 - A     Champion Enterprises, Inc.       158496109                          03/05/04             4,800
                 *CHB*
                 1     Elect Directors                       For        For                    Mgmt


04/28/04 - A     Chesapeake Corp. *CSK*           165159104                          03/01/04             1,400
                 1     Elect Directors                       For        For                    Mgmt


04/21/04 - A     Chittenden Corp. *CHZ*           170228100                          03/05/04             3,100
                 1     Elect Directors                       For        For                    Mgmt


04/27/04 - A     Ciber, Inc. *CBR*                17163B102                          03/08/04               178
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/19/04 - A     CIMAREX ENERGY CO *XEC*          171798101                          03/26/04             3,400
                 1     Elect Directors                       For        For                    Mgmt


04/29/04 - A     Coachmen Industries, Inc.        189873102                          03/15/04             1,000
                 *COA*
                 1     Elect Directors                       For        For                    Mgmt


04/22/04 - S     Cognex Corp. *CGNX*              192422103                          03/10/04             2,479
                 1     Elect Directors                       For        For                    Mgmt


05/11/04 - A     Cohu, Inc. *COHU*                192576106                          03/16/04             1,336
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director James W. Barnes ---
                       Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from   all   directors.    We   recommend   that
                          shareholders   WITHHOLD  votes  from  affiliated
                          outsider  James W. Barnes and  insider  James A.
                          Donahue  for  failure  to  establish  a majority
                          independent board.
                 1.2   Elect Director James A. Donahue ---
                       Withhold
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Colonial Properties Trust        195872106                          02/17/04             1,911
                 *CLP*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Trustees      For        Against                Mgmt


05/11/04 - A     Commercial Federal Corp. *CFB*   201647104                          03/24/04             3,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Talton K. Anderson
                       --- Withhold
                          We  recommend  a vote  FOR  Jane E.  Miller  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          insider Robert J.  Hutchinson,  and  independent
                          outsiders  James  P.  O'Donnell  and  Talton  K.
                          Anderson  for  failing  to  remove a  dead-hand,
                          slow-hand,  or similar  feature in the company's
                          poison pill.
                 1.2   Elect Director James P. O'Donnell
                       --- Withhold
                 1.3   Elect Director Robert J. Hutchinson
                       --- Withhold
                 1.4   Elect Director Jane E. Miller ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Commonwealth Industries, Inc.    203004106                          03/05/04             1,500
                 *CMIN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Community First Bankshares,      203902101                          02/27/04               616
                 Inc. *CFBX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/30/04 - A     Community First Bankshares,      203902101                          05/19/04             3,300
                 Inc. *CFBX*
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     CONMED Corp. *CNMD*              207410101                          03/31/04             2,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/19/04 - A     Corn Products International,     219023108                          03/22/04             2,900
                 Inc. *CPO*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/12/04 - PC    CPI Corp. *CPY*                  125902106                          02/12/04             1,200
                       MANAGEMENT PROXY (BLUE CARD)
                 1     Amend Articles to Remove Existing     Against                           Mgmt
                       Directors
                 2     Establish Range For Board Size        Against                           Mgmt
                 3     Authorize Stockholders Holding 25%    Against                           Mgmt
                       or more of Common Stock to call a
                       Special Meeting
                 4     Authorize Stockholders, not           Against                           Mgmt
                       Directors, to fill board vacancies
                 5     Repeal Amendments Adopted by the      Against                           Mgmt
                       board but not Publicly Disclosed
                 6     Elect Director James J. Abel,         Against                           Mgmt
                       Michael S. Koeneke, David M. Meyer,
                       Mark R. Mitchell, Steven J. Smith
                       and John Turner White IV
                       DISSIDENT PROXY (WHITE CARD)
                 1     Amend Articles to Remove Existing     For                               Mgmt
                       Directors
                 2     Establish Range For Board Size        For                               Mgmt
                 3     Authorize Stockholders Holding 25%    For                               Mgmt
                       or more of Common Stock to
                 4     Authorize Stockholders, not           For                               Mgmt
                       Directors, to fill board vacancies
                 5     Repeal Amendments Adopted by the      For                               Mgmt
                       board but not Publicly
                 6     Elect Directors (Opposition Slate)    For                               Mgmt

                          Per ISS internal email


05/11/04 - A     Cross Country Healthcare, Inc.   227483104                          03/15/04               611
                 *CCRN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     CTS Corp. *CTS*                  126501105                          03/05/04               323
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Walter S. Catlow ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Robert  A.
                          Profusek.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Robert  A.  Profusek  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation and Nominating committees.
                 1.2   Elect Director Lawrence J. Ciancia
                       --- For
                 1.3   Elect Director Thomas G. Cody ---
                       For
                 1.4   Elect Director Gerald H. Frieling,
                       Jr. --- For
                 1.5   Elect Director Roger R. Hemminghaus
                       --- For
                 1.6   Elect Director Michael A. Henning
                       --- For
                 1.7   Elect Director Robert A. Profusek
                       --- Withhold
                 1.8   Elect Director Donald K. Schwanz
                       --- For
                 1.9   Elect Director Patricia K. Vincent
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


06/02/04 - A     Curative Health Services, Inc.   23126W100                          04/21/04               100
                 *CURE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Paul S. Auerbach,
                       M.D. --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Timothy  I.
                          Maudlin.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Timothy  I.  Maudlin  for
                          standing  as  an  affiliated   outsider  on  the
                          Audit, Compensation and Nominating committees.
                 1.2   Elect Director Daniel E. Berce ---
                       For
                 1.3   Elect Director Lawrence P. English
                       --- For
                 1.4   Elect Director Joseph L. Feshbach
                       --- For
                 1.5   Elect Director Timothy I. Maudlin
                       --- Withhold
                 1.6   Elect Director Gerard Moufflet ---
                       For
                 1.7   Elect Director John C. Prior --- For
                 1.8   Elect Director Peter M. DeComo ---
                       For
                 1.9   Elect Director Paul F. McConnell
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Curtiss-Wright Corp. *CW*        231561101                          03/03/04               530
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Cymer, Inc. *CYMI*               232572107                          03/31/04             1,749
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Charles J. Abbe ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from Audit Committee  members and
                          independent  outsiders  Edward H. Braun for poor
                          attendance,   for  paying  excessive   non-audit
                          fees,  and for  failing  to remove a  dead-hand,
                          slow-hand,  or similar  feature in the company's
                          poison   pill,   Charles   J.  Abbe  for  paying
                          excessive  non-audit  fees,  and for  failing to
                          remove  a  dead-hand,   slow-hand,   or  similar
                          feature  in  the  company's   poison  pill,  and
                          Michael   R.   Gaulke   for   paying   excessive
                          non-audit  fees,  and for  failing  to  remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's  poison pill. From Peter J. Simone for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee,  and for failing to remove
                          a dead-hand,  slow-hand,  or similar  feature in
                          the company's  poison pill.  Lastly from insider
                          Robert P. Akins,  affiliated outsider William G.
                          Oldham,  independent  outsiders  Young K.  Sohn,
                          and Jon D.  Tompkins  for  failing  to  remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill.
                 1.2   Elect Director Robert P. Akins ---
                       Withhold
                 1.3   Elect Director Edward H. Braun ---
                       Withhold
                 1.4   Elect Director Michael R. Gaulke
                       --- Withhold
                 1.5   Elect Director William G. Oldham
                       --- Withhold
                 1.6   Elect Director Peter J. Simone ---
                       Withhold
                 1.7   Elect Director Young K. Sohn ---
                       Withhold
                 1.8   Elect Director Jon D. Tompkins ---
                       Withhold
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                          We  approve  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        Against                Mgmt
                          In this  case,  66.87  percent of the total fees
                          paid  to  the   auditor   is   attributable   to
                          non-audit  work.  This notably  disproportionate
                          fee arrangement could  significantly  impair the
                          auditor's independence.


05/05/04 - A     Delphi Financial Group, Inc.     247131105                          03/22/04             2,500
                 *DFG*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Donald A. Sherman
                       --- For
                 1.2   Elect Director Robert Rosenkranz
                       --- For
                 1.3   Elect Director Van D. Greenfield
                       --- For
                 1.4   Elect Director Robert M. Smith, Jr.
                       --- For
                 1.5   Elect Director Harold F. Ilg --- For
                 1.6   Elect Director Lawrence E. Daurelle
                       --- For
                 1.7   Elect Director James N. Meehan ---
                       For
                 1.8   Elect Director Edward A. Fox --- For
                 1.9   Elect Director Philip R. O'Connor
                       --- For
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 21.95
                          percent  is  above  the  allowable  cap for this
                          company of 5.13 percent.
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Divest from Tobacco Equities          Against    Against                ShrHoldr
                          Because of the restrictive  format and potential
                          financial  impact  of this  proposal,  we do not
                          recommend    shareholder    support   for   this
                          resolution.
                 5     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/22/04 - A     Deltic Timber Corp. *DEL*        247850100                          03/11/04             1,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Dendrite International, Inc.     248239105                          03/22/04             3,300
                 *DRTE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John E. Bailye ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Patrick J.  Zenner.  We  recommend
                          that  shareholders  WITHHOLD  votes from Patrick
                          J. Zenner for sitting on more than six boards.
                 1.2   Elect Director John A. Fazio --- For
                 1.3   Elect Director Bernard M. Goldsmith
                       --- For
                 1.4   Elect Director Edward J. Kfoury ---
                       For
                 1.5   Elect Director Paul A. Margolis ---
                       For
                 1.6   Elect Director John H. Martinson
                       --- For
                 1.7   Elect Director Terence H. Osborne
                       --- For
                 1.8   Elect Director Patrick J. Zenner
                       --- Withhold


05/18/04 - A     Department 56, Inc. *DFS*        249509100                          03/24/04               512
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Diagnostic Products Corp. *DP*   252450101                          03/12/04               746
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Increase in Size of Board     For        For                    Mgmt


05/20/04 - A     Dime Community Bancshares,       253922108                          03/31/04             3,150
                 Inc. *DCOM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Downey Financial Corp. *DSL*     261018105                          02/27/04             2,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Brent McQuarrie ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of insider  Marangal I.  Domingo.  We
                          recommend that shareholders  WITHHOLD votes from
                          Marangal I.  Domingo for failure to  establish a
                          majority independent board.
                 1.2   Elect Director James H. Hunter ---
                       For
                 1.3   Elect Director Marangal I. Domingo
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Dril-Quip, Inc. *DRQ*            262037104                          03/22/04             1,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Alexander P. Shukis
                       --- For
                          We recommend  that  shareholders  WITHHOLD votes
                          from    Compensation    Committee   member   and
                          independent  outsider  Gary  L.  Stone  for  not
                          aligning the interests of shareholders  with CEO
                          compensation.
                 1.2   Elect Director Gary L. Stone ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        Against                Mgmt
                          Although the total cost of the  company's  plans
                          of 10.44  percent  is within the  allowable  cap
                          for  this  company  of 11.90  percent,  the plan
                          permits   cancellation   and  regrant  of  stock
                          awards,  which we believe  reduces the incentive
                          value of the  plan.  Furthermore,  we note  that
                          the   top   four   named    officers    received
                          approximately  72  percent  of the  total  stock
                          options granted in 2003.


05/04/04 - A     DSP Group, Inc. *DSPG*           23332B106                          03/10/04             2,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Efunds Corporation *EFD*         28224R101                          03/31/04             2,467
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     EGL, Inc. *EAGL*                 268484102                          04/02/04             1,570
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     El Paso Electric Co. *EE*        283677854                          03/08/04             4,000
                 1     Elect Directors                       For        For                    Mgmt


06/10/04 - A     Emcor Group, Inc. *EME*          29084Q100                          04/15/04               255
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Energen Corp. *EGN*              29265N108                          03/05/04             3,000
                 1     Elect Directors                       For        For                    Mgmt


05/19/04 - A     Enesco Group Inc *ENC*           292973104                          03/31/04             1,199
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     EPIQ Systems, Inc. *EPIQ*        26882D109                          04/07/04               726
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          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 20.16  percent is above the allowable cap for
                          this company of 19.67 percent.
                 3     Amend Director & Officer              For        For                    Mgmt
                       Indemnification/Liability Provisions


05/11/04 - A     Essex Property Trust, Inc.       297178105                          02/27/04             1,900
                 *ESS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/07/04 - A     Evergreen Resources, Inc.        299900308                          03/12/04               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


04/27/04 - A     Fedders Corp. *FJC*              313135501                          03/10/04             2,669
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Sal Giordano, Jr.
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception   of    affiliated    outsider    S.A.
                          Muscarnera.   We  recommend  that   shareholders
                          WITHHOLD   votes   from  S.A.   Muscarnera   for
                          standing as an affiliated  outsider on the Audit
                          Committee.
                 1.2   Elect Director William J. Brennan
                       --- For
                 1.3   Elect Director David C. Chang ---
                       For
                 1.4   Elect Director Michael L. Ducker
                       --- For
                 1.5   Elect Director Joseph Giordano ---
                       For
                 1.6   Elect Director Howard S. Modlin ---
                       For
                 1.7   Elect Director S.A. Muscarnera ---
                       Withhold
                 1.8   Elect Director Anthony E. Puleo ---
                       For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Restricted Stock Plan         For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     FEI Company *FEIC*               30241L109                          03/22/04               299
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/07/04 - A     FileNet Corp. *FILE*             316869106                          03/16/04             1,376
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director L. George Klaus ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Theodore J.
                          Smith. We recommend that  shareholders  WITHHOLD
                          votes from  Theodore J. Smith for standing as an
                          affiliated outsider on the nominating committee.
                 1.2   Elect Director William P. Lyons ---
                       For
                 1.3   Elect Director Lee D. Roberts ---
                       For
                 1.4   Elect Director John C. Savage ---
                       For
                 1.5   Elect Director Roger S. Siboni ---
                       For
                 1.6   Elect Director Theodore J. Smith
                       --- Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     First Bancorp(Puerto Rico)       318672102                          03/16/04             3,250
                 *FBP*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Angel Alvarez Perez
                       --- For
                 1.2   Elect Director Jose Luis
                       Ferrer-Canals --- For
                 1.3   Elect Director Sharee Ann
                       Umpierre-Catinchi --- For
                 2     Elect Director Jose Menendez Cortada  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/20/04 - A     First Midwest Bancorp, Inc.      320867104                          03/26/04             2,392
                 *FMBI*
                 1     Elect Directors                       For        For                    Mgmt


05/12/04 - A     First Republic Bank (San         336158100                          03/26/04             1,253
                 Francisco) *FRC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Restricted Stock Plan           For        Against                Mgmt
                          The total cost of the  company's  plans of 12.21
                          percent  is  above  the  allowable  cap for this
                          company of 9.22 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     FirstFed Financial Corp. *FED*   337907109                          03/01/04             1,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/01/04 - A     Flagstar Bancorp, Inc. *FBC*     337930101                          04/16/04             4,516
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Thomas J. Hammond
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Thomas J. Hammond,  Mark
                          T.   Hammond   and   Kirstin  A.   Hammond   and
                          affiliated   outsider   Michael  Lucci,  Sr.  We
                          recommend that shareholders  WITHHOLD votes from
                          Thomas J. Hammond,  Mark T. Hammond,  Kirstin A.
                          Hammond  and Michael  Lucci,  Sr. for failure to
                          establish a majority independent board.
                 1.2   Elect Director Mark T. Hammond ---
                       Withhold
                 1.3   Elect Director Kirstin A. Hammond
                       --- Withhold
                 1.4   Elect Director Charles Bazzy --- For
                 1.5   Elect Director Michael Lucci, Sr.
                       --- Withhold
                 1.6   Elect Director Frank D'Angelo ---
                       For
                 1.7   Elect Director Robert W. Dewitt ---
                       For


06/04/04 - A     Flowers Foods, Inc. *FLO*        343498101                          04/16/04               217
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Franklin L. Burke
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from insider George E. Deese and
                          independent   outsider  Franklin  L.  Burke  for
                          failing  to remove a  dead-hand,  slow-hand,  or
                          similar feature in the company's poison pill.
                 1.2   Elect Director George E. Deese ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Forward Air Corporation *FWRD*   349853101                          03/10/04             1,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Approve Compensation Arrangement      For        For                    Mgmt
                       for Non-Employee Director


05/26/04 - A     Fossil, Inc. *FOSL*              349882100                          03/31/04             3,740
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Tom Kartsotis ---
                       Withhold
                          We  recommend  a vote FOR  Donald  J.  Stone but
                          WITHHOLD  votes  from  all  other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          insider  Jal S. Shroff and  affiliated  outsider
                          Tom   Kartsotis  for  failure  to  establish  an
                          independent   nominating   committee   and   for
                          failure    to    establish     majority    board
                          independence.
                 1.2   Elect Director Jal S. Shroff ---
                       Withhold
                 1.3   Elect Director Donald J. Stone ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


06/16/04 - A     Fred's, Inc. *FRED*              356108100                          04/30/04             3,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt


05/20/04 - A     Fremont General Corp. *FMT*      357288109                          04/14/04             6,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Retirement Plan               For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     Frontier Oil Corp. *FTO*         35914P105                          03/01/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     Gables Residential Trust *GBP*   362418105                          03/19/04             1,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Trustee Marcus E. Bromley ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Marcus  E.
                          Bromley.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  Marcus  E.  Bromley  for
                          standing as an affiliated  outsider on the Audit
                          Committee.
                 1.2   Elect Trustee James D. Motta --- For
                 1.3   Elect Trustee Chris C. Stroup ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/04/04 - A     Gardner Denver, Inc. *GDI*       365558105                          03/05/04             1,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


06/10/04 - A     General Communication, Inc.      369385109                          04/12/04             4,600
                 *GNCMA*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Donne F. Fisher ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsiders  James M.
                          Schneider  and  Donne F.  Fisher.  We  recommend
                          that  shareholders  WITHHOLD votes from James M.
                          Schneider   and   Donne  F.   Fisher   for  poor
                          attendance.
                 1.2   Elect Director William P. Glasgow
                       --- For
                 1.3   Elect Director James M. Schneider
                       --- Withhold
                 2     Amend Stock Option Plan               For        For                    Mgmt


06/23/04 - A     Genesco Inc. *GCO*               371532102                          04/20/04             1,501
                 1     Elect Directors                       For        For                    Mgmt


05/18/04 - A     Georgia Gulf Corp. *GGC*         373200203                          03/29/04             2,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Jerry R. Satrum ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Jerry  R.
                          Satrum. We recommend that shareholders  WITHHOLD
                          votes from Jerry R.  Satrum for  standing  as an
                          affiliated outsider on the Audit Committee.
                 1.2   Elect Director Edward A. Schmitt
                       --- For
                 1.3   Elect Director Yoshi Kawashima ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/05/04 - A     Glenborough Realty Trust Inc.    37803P105                          02/27/04             2,400
                 *GLB*
                 1     Elect Directors                       For        For                    Mgmt


04/21/04 - A     Gold Banc Corporation, Inc.      379907108                          03/04/04             3,200
                 *GLDB*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Allen D. Petersen
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of Donald C.  McNeill.  We  recommend
                          that shareholders  WITHHOLD votes from Donald C.
                          McNeill for standing as an  affiliated  outsider
                          on the Compensation Committee.
                 1.2   Elect Director J. Gary Russ --- For
                 1.3   Elect Director Donald C. McNeill
                       --- Withhold


05/20/04 - A     Green Mountain Power Corp.       393154109                          03/18/04               600
                 *GMP*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Charter                         For        For                    Mgmt
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt


05/19/04 - A     Group 1 Automotive Inc. *GPI*    398905109                          03/26/04             1,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John L. Adams --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider Max P. Watson,
                          Jr.. We  recommend  that  shareholders  WITHHOLD
                          votes from Max P.  Watson,  Jr. for  standing as
                          an affiliated  outsider on the  Compensation and
                          Nominating committees.
                 1.2   Elect Director Max P. Watson, Jr.
                       --- Withhold
                 1.3   Elect Director J. Terry Strange ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Guitar Center, Inc. *GTRC*       402040109                          03/05/04             1,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/15/04 - A     H.B. Fuller Co. *FUL*            359694106                          02/20/04             1,611
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Harmonic Inc. *HLIT*             413160102                          04/07/04             5,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Ratify Auditors                       For        For                    Mgmt


05/10/04 - A     Haverty Furniture Companies,     419596101                          03/08/04             1,900
                 Inc. *HVT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/06/04 - A     Heartland Express, Inc. *HTLD*   422347104                          03/10/04             4,101
                 1     Elect Directors                       For        For                    Mgmt


05/12/04 - A     Heidrick & Struggles             422819102                          04/02/04             1,500
                 International, Inc. *HSII*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Richard I. Beattie
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  insider   Thomas  J.  Friel.   We
                          recommend that shareholders  WITHHOLD votes from
                          Thomas J.  Friel for  standing  as an insider on
                          the Compensation Committee.
                 1.2   Elect Director John A. Fazio --- For
                 1.3   Elect Director Thomas J. Friel ---
                       For
                 1.4   Elect Director Antonio Borges ---
                       For


04/28/04 - A     Helix Technology Corp. *HELX*    423319102                          03/08/04             2,004
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gideon Argov --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  Frank Gabron.
                          We recommend  that  shareholders  WITHHOLD votes
                          from Frank Gabron for standing as an  affiliated
                          outsider on the Audit Committee.
                 1.2   Elect Director Frank Gabron ---
                       Withhold
                 1.3   Elect Director Robert H. Hayes ---
                       For
                 1.4   Elect Director Robert J. Lepofsky
                       --- For
                 1.5   Elect Director Marvin G. Schorr ---
                       For
                 1.6   Elect Director Alfred Woollacott,
                       III --- For
                 1.7   Elect Director Mark S. Wrighton ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/04/04 - A     Hilb Rogal & Hobbs Co *HRH*      431294107                          03/15/04               200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J.S.M. French --- For
                          We recommend a vote FOR the  directors  with the
                          exception   of  Robert  S.   Ukrop  and   Robert
                          Lockhart.   We   recommend   that   shareholders
                          WITHHOLD   votes   from   Robert  S.  Ukrop  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating  Committee  and from Robert  Lockhart
                          and  Robert  Ukrop for  failure to  establish  a
                          majority independent board.
                 1.2   Elect Director Robert B. Lockhart
                       --- Withhold
                 1.3   Elect Director Anthony F. Markel
                       --- For
                 1.4   Elect Director Robert S. Ukrop ---
                       Withhold
                 2     Change Company Name                   For        For                    Mgmt
                 3     Approve Deferred Compensation Plan    For        For                    Mgmt
                 4     Approve Employee Stock Purchase Plan  For        Against                Mgmt
                          Stock purchase plans enable  employees to become
                          shareholders,  which  gives  them a stake in the
                          company's  growth.  However,  purchase plans are
                          beneficial  only when they are well balanced and
                          in the best  interests of all  shareholders.  In
                          this case, the shares to be purchased  under the
                          plan  will  be  purchased  in the  open  market.
                          Since the  number of shares  reserved  under the
                          plan  is  specified,  we  cannot  determine  the
                          dilutive  effect  of the  plan on  shareholders'
                          voting  power.  Large number of shares  reserved
                          would cause excessive voting power dilution.  As
                          such, we recommend a vote AGAINST this proposal.
                 5     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


05/25/04 - A     Hooper Holmes, Inc. *HH*         439104100                          04/09/04             4,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/17/04 - A     Hot Topic, Inc. *HOTT*           441339108                          04/21/04             3,874
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Hudson United Bancorp *HU*       444165104                          03/09/04             3,750
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Restricted Stock Plan           For        For                    Mgmt
                 3     Limit Awards to Executives            Against    Against                ShrHoldr


04/22/04 - A     Huffy Corp. *HUF*                444356109                          02/26/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Bundled Compensation Plans      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Hughes Supply, Inc. *HUG*        444482103                          03/26/04             2,400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John D. Baker II ---
                       For
                 1.2   Elect Director Dale E. Jones --- For
                 1.3   Elect Director William P. Kennedy
                       --- For
                 1.4   Elect Director Patrick J. Knipe ---
                       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.


05/18/04 - A     Hydril Company *HYDL*            448774109                          03/23/04             1,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Kenneth S. McCormick
                       --- For
                          We  recommend  a vote FOR  Kenneth S.  McCormick
                          but WITHHOLD votes from all the other  nominees.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  independent  outsider Lew O. Ward for poor
                          attendance,  and  from  insider  Christopher  T.
                          Seaver for failure to establish  an  independent
                          nominating committee.
                 1.2   Elect Director Christopher T.
                       Seaver --- Withhold
                 1.3   Elect Director Lew O. Ward ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     IDEXX Laboratories, Inc.         45168D104                          03/22/04             2,232
                 *IDXX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Inamed Corp. *IMDC*              453235103                          04/12/04             2,850
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Nicholas L. Teti ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Malcolm  R.
                          Currie,  Ph.D..  We recommend that  shareholders
                          WITHHOLD  votes from  Malcolm R.  Currie,  Ph.D.
                          for  standing as an  affiliated  outsider on the
                          Audit and Nominating committees.
                 1.2   Elect Director James E. Bolin ---
                       For
                 1.3   Elect Director Malcolm R. Currie,
                       Ph.D. --- Withhold
                 1.4   Elect Director John C. Miles II ---
                       For
                 1.5   Elect Director Mitchell S.
                       Rosenthal, M.D. --- For
                 1.6   Elect Director Joy A. Amundson ---
                       For
                 1.7   Elect Director Terry E. Vandewarker
                       --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Restricted Stock Plan           For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/20/04 - A     Information Holdings Inc.        456727106                          03/01/04             1,800
                 *IHI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Insight Enterprises, Inc.        45765U103                          03/04/04             3,750
                 *NSIT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Insituform Technologies, Inc.    457667103                          03/01/04               300
                 *INSU*
                 1     Elect Directors                       For        For                    Mgmt


06/16/04 - A     Insurance Auto Auctions, Inc.    457875102                          04/20/04               200
                 *IAAI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Inter-Tel, Inc. *INTL*           458372109                          03/05/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Steven G. Mihaylo
                       --- For
                 1.2   Elect Director J. Robert Anderson
                       --- For
                 1.3   Elect Director Jerry W. Chapman ---
                       For
                 1.4   Elect Director Gary D. Edens --- For
                 1.5   Elect Director C. Roland Haden ---
                       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.


05/20/04 - A     Interface, Inc. *IFSIA*          458665106                          03/15/04             4,197
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


04/15/04 - A     INTERMET Corp. *INMT*            45881K104                          03/01/04             1,194
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John Doddridge ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Julia  D.
                          Darlow. We recommend that shareholders  WITHHOLD
                          votes from Julia D.  Darlow for  standing  as an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director John P. Crecine ---
                       For
                 1.3   Elect Director Julia D. Darlow ---
                       Withhold
                 1.4   Elect Director Norman F. Ehlers ---
                       For
                 1.5   Elect Director John R. Horne --- For
                 1.6   Elect Director Thomas H. Jeffs, II
                       --- For
                 1.7   Elect Director Charles G. McClure
                       --- For
                 1.8   Elect Director Richard A. Nawrocki
                       --- For
                 1.9   Elect Director Richard J. Peters
                       --- For
                 1.10  Elect Director Pamela E. Rodgers
                       --- For
                 1.11  Elect Director Gary F. Ruff --- For
                 2     Ratify Auditors                       For        For                    Mgmt


06/17/04 - S     International Multifoods Corp.   460043102                          05/03/04             1,600
                 1     Approve Merger Agreement              For        For                    Mgmt
                          Based  on  the  market  premium,   the  fairness
                          opinion,  and the potential strategic synergies,
                          we  believe   the  merger   agreement   warrants
                          shareholder support.
                 2     Adjourn Meeting                       For        Against                Mgmt
                          In this case,  shareholders  already have enough
                          information to make their vote  decisions.  Once
                          their   votes  have  been  cast,   there  is  no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


05/26/04 - A     Invacare Corp. *IVC*             461203101                          04/01/04             1,515
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Investment Technology Group,     46145F105                          03/08/04             3,800
                 Inc. *ITG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     J2 Global Communications, Inc.   46626E205                          03/15/04               122
                 *JCOM*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Douglas Y. Bech ---
                       For
                 1.2   Elect Director Robert J. Cresci ---
                       For
                 1.3   Elect Director John F. Rieley ---
                       Withhold
                 1.4   Elect Director Richard S. Ressler
                       --- Withhold
                 1.5   Elect Director Michael P. Schulhof
                       --- 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.


05/17/04 - A     JDA Software Group, Inc.         46612K108                          03/31/04             1,957
                 *JDAS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Jo-Ann Stores, Inc. *JAS*        47758P307                          04/16/04             1,710
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Ira Gumberg ---
                       Withhold
                          We  recommend  shareholders  vote  FOR  Patricia
                          Morrison  but  WITHHOLD  votes  from  affiliated
                          outsider   Ira  Gumberg   for   standing  as  an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Patricia Morrison
                       --- For
                 2     Reduce Supermajority Vote             For        For                    Mgmt
                       Requirement
                 3     Reduce Supermajority Vote             For        For                    Mgmt
                       Requirement
                 4     Re-Approve Performance Goals Under    For        For                    Mgmt
                       the Incentive Compensation Plan


04/22/04 - A     John H. Harland Co. *JH*         412693103                          03/03/04               100
                 1     Elect Directors                       For        For                    Mgmt


05/13/04 - A     K2 Inc. *KTO*                    482732104                          04/02/04             1,839
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Increase Authorized Common Stock      For        For                    Mgmt


05/06/04 - A     Kansas City Southern *KSU*       485170302                          03/08/04             4,197
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/07/04 - A     Kaydon Corp. *KDN*               486587108                          03/10/04             1,562
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/03/04 - A     Kellwood Co. *KWD*               488044108                          04/05/04             2,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Martin Bloom --- For
                          We  recommend  a  vote  FOR  Martin  Bloom,  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          affiliated   outsider   Martin  J.  Granoff  and
                          insiders  Robert  C.  Skinner,  Jr.  and  Hal J.
                          Upbin  for  failure  to   establish  a  majority
                          independent board.
                 1.2   Elect Director Martin Granoff ---
                       Withhold
                 1.3   Elect Director Robert Skinner, Jr.
                       --- Withhold
                 1.4   Elect Director Hal Upbin ---
                       Withhold
                 2     Report on Compliance Standards for    Against    Abstain                ShrHoldr
                       Code of Conduct


05/18/04 - A     Kilroy Realty Corp. *KRC*        49427F108                          03/16/04             2,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John R. D'Eathe ---
                       Withhold
                          We recommend a vote FOR Edward F.  Brennan,  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          independent  outsiders  William  P.  Dickey  and
                          John R.  D'Eathe  for failure to  implement  the
                          proposal to submit the company's  poison pill to
                          a shareholder vote.
                 1.2   Elect Director William P. Dickey
                       --- Withhold
                 1.3   Elect Director E. F. Brennan, Ph.D.
                       --- For


04/27/04 - A     Kirby Corp. *KEX*                497266106                          03/01/04             2,000
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director C. Sean Day ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from C. Berdon Lawrence,  William
                          M.  Lamont,  Jr., and C. Sean Day for failing to
                          remove  a  dead-hand,   slow-hand,   or  similar
                          feature in the company's poison pill.
                 1.2   Elect Director William M. Lamont,
                       Jr. --- Withhold
                 1.3   Elect Director C. Berdon Lawrence
                       --- Withhold
                 2     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                          The total  cost of the  company's  plans of 6.58
                          percent  is within  the  allowable  cap for this
                          company  of 11.34  percent.  Additionally,  this
                          plan expressly forbids repricing.


05/21/04 - A     Knight Transportation, Inc.      499064103                          03/22/04             3,000
                 *KNGT*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Kevin P. Knight ---
                       Withhold
                          We recommend a vote FOR Michael Garnreiter,  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          insider Kevin P. Knight and affiliated  outsider
                          Randy   Knight  for   failure  to   establish  a
                          majority independent board.
                 1.2   Elect Director Randy Knight ---
                       Withhold
                 1.3   Elect Director Michael Garnreiter
                       --- For


04/21/04 - A     Kopin Corp. *KOPN*               500600101                          03/10/04             4,610
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John C.C. Fan --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsiders  Michael A.
                          Wall  and  David E.  Brook.  We  recommend  that
                          shareholders  WITHHOLD  votes  from  Michael  A.
                          Wall for standing as an  affiliated  outsider on
                          the Compensation  and Nominating  committees and
                          from   David  E.  Brook  for   standing   as  an
                          affiliated    outsider   on   the   Compensation
                          Committee.
                 1.2   Elect Director David E. Brook ---
                       Withhold
                 1.3   Elect Director Andrew H. Chapman
                       --- For
                 1.4   Elect Director Morton Collins ---
                       For
                 1.5   Elect Director Chi Chia Hsieh ---
                       For
                 1.6   Elect Director Michael A. Wall ---
                       Withhold
                 1.7   Elect Director Michael J. Landine
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Kroll Inc. *KROL*                501049100                          03/31/04             1,415
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael G. Cherkasky
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Michael G. Cherkasky and
                          Simon  V.  Freakley,   from  whom  we  recommend
                          shareholders   WITHHOLD  votes  for  failure  to
                          establish a majority independent board.
                 1.2   Elect Director Simon V. Freakley
                       --- Withhold
                 1.3   Elect Director Raymond E. Mabus ---
                       For
                 1.4   Elect Director Joseph R. Wright ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     Labor Ready, Inc. *LRW*          505401208                          04/08/04                99
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Lance, Inc. *LNCE*               514606102                          03/01/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     LandAmerica Financial Group,     514936103                          04/02/04             1,600
                 Inc. *LFG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Deferred Compensation Plan    For        For                    Mgmt
                 4     Approve Deferred Compensation Plan    For        For                    Mgmt


06/03/04 - A     Landry's Restaurants, Inc.       51508L103                          04/21/04             2,200
                 *LNY*
                 1     Elect Directors                       For        For                    Mgmt


05/13/04 - A     Landstar System, Inc. *LSTR*     515098101                          03/19/04             2,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


05/11/04 - A     Lawson Products, Inc. *LAWS*     520776105                          03/31/04               900
                 1     Elect Directors                       For        For                    Mgmt


05/26/04 - A     Lexington Corporate Properties   529043101                          04/12/04             4,000
                 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.


05/06/04 - A     Libbey Inc. *LBY*                529898108                          03/17/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/06/04 - A     Linens 'n Things, Inc. *LIN*     535679104                          03/08/04             3,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


06/02/04 - A     Lone Star Steakhouse & Saloon,   542307103                          04/23/04               100
                 Inc. *STAR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Lone Star Technologies, Inc.     542312103                          03/15/04                 1
                 *LSS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt


04/22/04 - A     Lydall, Inc. *LDL*               550819106                          02/26/04             1,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Lee A. Asseo --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  W.  Leslie
                          Duffy. We recommend that  shareholders  WITHHOLD
                          votes from W.  Leslie  Duffy for  standing as an
                          affiliated    outsider   on   the   Compensation
                          Committee and Nominating committees.
                 1.2   Elect Director Kathleen Burdett ---
                       For
                 1.3   Elect Director W. Leslie Duffy ---
                       Withhold
                 1.4   Elect Director Matthew T. Farrell
                       --- For
                 1.5   Elect Director David Freeman --- For
                 1.6   Elect Director Suzanne Hammett ---
                       For
                 1.7   Elect Director Christopher R.
                       Skomorowski --- For
                 1.8   Elect Director S. Carl Soderstrom,
                       Jr. --- For
                 1.9   Elect Director Elliott F. Whitely
                       --- For
                 1.10  Elect Director Roger M. Widmann ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     M.D.C. Holdings, Inc. *MDC*      552676108                          02/27/04             2,287
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Herbert T. Buchwald
                       --- For
                 1.2   Elect Director Larry A. Mizel ---
                       For
                 2     Prepare Sustainability Report         Against    For                    ShrHoldr
                          Given the  company's  current lack of disclosure
                          and the fact  that  preparation  of this  report
                          will provide  shareholders  with a more complete
                          view of the company's  policies  regarding  this
                          matter, we recommend that  shareholders  support
                          this shareholder proposal.


04/28/04 - A     MAF Bancorp, Inc. *MAFB*         55261R108                          03/10/04             2,800
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Terry A. Ekl ---
                       Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  all  the  nominees.   We  recommend   that
                          shareholders   WITHHOLD  votes  from  affiliated
                          outsider  Lois B. Vasto for failure to establish
                          a majority  independent  board and for  standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.  We also recommend that  shareholders
                          WITHHOLD    votes   from   insiders   Jerry   A.
                          Weberling,   Thomas  R.  Perz,  and  Kenneth  R.
                          Koranda,  and from affiliated  outsider Terry A.
                          Ekl  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director Kenneth R. Koranda
                       --- Withhold
                 1.3   Elect Director Thomas R. Perz ---
                       Withhold
                 1.4   Elect Director Lois B. Vasto ---
                       Withhold
                 1.5   Elect Director Jerry A. Weberling
                       --- Withhold


05/18/04 - A     Massey Energy Company *MEE*      576206106                          03/31/04             2,579
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William R. Grant ---
                       For
                 1.2   Elect Director Dan R. Moore --- For
                 1.3   Elect Director Martha R. Seger ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          Because  we  support  the  submission  of golden
                          parachutes for shareholder  ratification as long
                          as   there   is   no   requirement   for   prior
                          shareholder   approval,  we  believe  that  this
                          proposal warrants shareholder support.


06/24/04 - A     Material Sciences Corp. *MSC*    576674105                          04/28/04               199
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Avrum Gray --- For
                 1.2   Elect Director Frank L. Hohmann III
                       --- For
                 1.3   Elect Director Dr. Ronald A. Mitsch
                       --- For
                 1.4   Elect Director Dr. Mary P. Quin ---
                       For
                 1.5   Elect Director John P. Reilly ---
                       For
                 1.6   Elect Director John D. Roach --- For
                 1.7   Elect Director Curtis G. Solsvig
                       III --- For
                 1.8   Elect Director Ronald L. Stewart
                       --- 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.


05/03/04 - A     Maverick Tube Corp. *MVK*        577914104                          03/05/04             3,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Midas, Inc. *MDS*                595626102                          03/24/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Midway Games Inc. *MWY*          598148104                          04/20/04             1,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Harold H. Bach, Jr.
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  insider  Neil  D.   Nicastro  and
                          affiliated  outsiders Harold H. Bach, Jr., Louis
                          J. Nicastro and Ira S.  Sheinfeld.  We recommend
                          that  shareholders  WITHHOLD  votes from Neil D.
                          Nicastro,   Harold  H.  Bach,   Jr.,   Louis  J.
                          Nicastro  and Ira S.  Sheinfeld  for  failure to
                          establish a majority independent board.
                 1.2   Elect Director William C.
                       Bartholomay --- For
                 1.3   Elect Director Kenneth D. Cron ---
                       For
                 1.4   Elect Director Louis J. Nicastro
                       --- Withhold
                 1.5   Elect Director Neil D. Nicastro ---
                       Withhold
                 1.6   Elect Director Shari E. Redstone
                       --- For
                 1.7   Elect Director Ira S. Sheinfeld ---
                       Withhold
                 1.8   Elect Director Robert N. Waxman ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


06/09/04 - A     Milacron Inc. *MZ*               598709103                          04/15/04               765
                 1     Increase Authorized Common Stock      For        For                    Mgmt
                 2     Adjust Par Value of Common Stock      For        For                    Mgmt
                 3     Amend Articles                        For        For                    Mgmt
                 4     Authorize New Class of Preferred      For        For                    Mgmt
                       Stock
                 5     Approve Issuance of                   For        For                    Mgmt
                       Warrants/Convertible Debentures
                 6     Issue Common Stock in Conjunction     For        For                    Mgmt
                       with Rights Offering
                 7     Amend Articles                        For        For                    Mgmt
                 8     Amend Articles                        For        For                    Mgmt
                 9     Reduce Par Value of Serial            For        For                    Mgmt
                       Preference Stock
                 10    Elect Directors                       For        For                    Mgmt
                 10.1  Elect Director David L. Burner ---
                       For
                 10.2  Elect Director Joseph A. Steger ---
                       For
                 10.3  Elect Director Steven N. Isaacs ---
                       For
                 11    Approve Omnibus Stock Plan            For        For                    Mgmt
                 12    Ratify Auditors                       For        For                    Mgmt
                 13    Limit Executive Compensation          Against    Against                ShrHoldr
                          In this case,  the  restricted  stock granted to
                          executives was  performance-based and there were
                          no bonuses or options  grants to top  executives
                          paid in 2003. In view of the  company's  ongoing
                          restructuring  and refinancing,  we believe that
                          retention  of  management   is  important.   The
                          proposal  is too  restrictive  as it calls for a
                          ban on options and restricted  stock,  which are
                          long term incentive components.


05/18/04 - A     Monaco Coach Corp. *MNC*         60886R103                          03/22/04             2,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Mueller Industries, Inc. *MLI*   624756102                          03/08/04             2,800
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Gennaro J. Fulvio
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes   from   Robert  B.  Hodes  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating  Committee  and  failing  to remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill,  Gennaro J. Fulvio,  Gary
                          S.  Gladstein,  and Terry  Hermanson for failing
                          to remove a  dead-hand,  slow-hand,  or  similar
                          feature  in  the  company's   poison  pill,  and
                          William  D.  O'Hagan,  Harvey L. Carp and Robert
                          B.  Hodes for  failing  to  remove a  dead-hand,
                          slow-hand,  or similar  feature in the company's
                          poison  pill and  failing  to create a  majority
                          independent board.
                 1.2   Elect Director Gary S. Gladstein
                       --- Withhold
                 1.3   Elect Director Terry Hermanson ---
                       Withhold
                 1.4   Elect Director Robert B. Hodes ---
                       Withhold
                 1.5   Elect Director Harvey L. Karp ---
                       Withhold
                 1.6   Elect Director William D. O'Hagan
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Myers Industries, Inc. *MYE*     628464109                          03/05/04             2,424
                 1     Elect Directors                       For        For                    Mgmt


05/28/04 - A     Nature's Sunshine Products,      639027101                          04/09/04             1,200
                 Inc. *NATR*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard G. Hinckley
                       --- For
                          We recommend that  shareholders vote FOR Richard
                          G. Hinckley but WITHHOLD  votes from  affilaited
                          outsider  Eugene L. Hughes.  We  recommend  that
                          shareholders   WITHHOLD  votes  from  Eugene  L.
                          Hughes  for  failure  to  establish  a  majority
                          independent board.
                 1.2   Elect Director Eugene L. Hughes ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


06/07/04 - A     NAUTILUS GROUP INC *NLS*         63910B102                          04/09/04               100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Peter A. Allen ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsiders  Paul  F.
                          Little,  Robert S.  Falcone and Kirkland C. Aly.
                          We recommend  that  shareholders  WITHHOLD votes
                          from Audit  Committee  members  Paul F.  Little,
                          Robert  S.  Falcone  and  Kirkland  C.  Aly  for
                          paying excessive non-audit fees.
                 1.2   Elect Director Kirkland C. Aly ---
                       Withhold
                 1.3   Elect Director Robert S. Falcone
                       --- Withhold
                 1.4   Elect Director Greggory C. Hammann
                       --- For
                 1.5   Elect Director Frederick T. Hull
                       --- For
                 1.6   Elect Director Paul F. Little ---
                       Withhold
                 1.7   Elect Director James M. Weber ---
                       For
                 2     Ratify Auditors                       For        Against                Mgmt


04/26/04 - A     NBTY, Inc. *NTY*                 628782104                          03/22/04             5,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     NCO Group, Inc. *NCOG*           628858102                          04/02/04             1,654
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director W. C. Dunkelberg
                       Ph.D. --- For
                          We recommend a vote FOR W. C. Dunkelberg  Ph.D.,
                          but  WITHHOLD  votes  from  affiliated  outsider
                          Allen F. Wise.  We recommend  that  shareholders
                          WITHHOLD  votes from Allen F. Wise for  standing
                          as  an   affiliated   outsider   on  the  Audit,
                          Compensation,  and Nominating committees and for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Allen F. Wise ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/26/04 - A     Netegrity, Inc. *NETE*           64110P107                          03/30/04               100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Sandra E. Bergeron
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of   independent   outsider  Eric  R.
                          Giler. We recommend that  shareholders  WITHHOLD
                          votes from Eric R. Giler for poor attendance.
                 1.2   Elect Director Barry N. Bycoff ---
                       For
                 1.3   Elect Director Eric R. Giler ---
                       Withhold
                 1.4   Elect Director Lawrence D. Lenihan,
                       Jr. --- For
                 1.5   Elect Director Ronald T. Maheu ---
                       For
                 1.6   Elect Director Ralph B. Wagner ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


05/06/04 - A     Newfield Exploration Co. *NFX*   651290108                          03/19/04             4,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Northwest Natural Gas Co.        667655104                          04/08/04             2,300
                 *NWN*
                 1     Elect Directors                       For        For                    Mgmt


05/18/04 - A     Noven Pharmaceuticals, Inc.      670009109                          04/07/04             1,800
                 *NOVN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/14/04 - S     Nuevo Energy Co.                 670509108                          04/12/04             1,600
                 1     Approve Merger Agreement              For        For                    Mgmt


05/03/04 - A     NVR, Inc. *NVR*                  62944T105                          03/01/04               305
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Establish Range For Board Size        For        For                    Mgmt
                 4     Amend Director Qualifications         For        For                    Mgmt
                 5     Amend Bylaws                          For        For                    Mgmt
                 6     Establish Range For Board Size        For        For                    Mgmt
                 7     Amend Bylaws                          For        For                    Mgmt
                 8     Prepare Sustainability Report         Against    Against                ShrHoldr


05/13/04 - A     O'Charley's Inc. *CHUX*          670823103                          03/18/04             1,900
                 1     Elect Directors                       For        For                    Mgmt


05/14/04 - A     Oceaneering International,       675232102                          03/22/04               200
                 Inc. *OII*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Odyssey Healthcare, Inc.         67611V101                          03/26/04             1,390
                 *ODSY*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard R. Burnham
                       --- Withhold
                          We  recommend  a vote FOR  Martin S.  Rash,  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          insiders   Richard  R.   Burnham  and  David  C.
                          Gasmire  for  failure  to  establish  a majority
                          independent board.
                 1.2   Elect Director David C. Gasmire ---
                       Withhold
                 1.3   Elect Director Martin S. Rash ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


06/15/04 - A     On Assignment, Inc. *ASGN*       682159108                          04/23/04             2,198
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director William E. Brock ---
                       For
                          We  recommend a vote FOR  William E. Brock,  but
                          WITHHOLD votes from  affiliated  outsider Elliot
                          Ettenberg.   We  recommend   that   shareholders
                          WITHHOLD   votes  from  Elliot   Ettenberg   for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director Elliott Ettenberg
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Osteotech, Inc. *OSTE*           688582105                          04/19/04             1,499
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard W. Bauer ---
                       Withhold
                          We  recommend  a vote FOR  Stephen S.  Galliker,
                          but WITHHOLD votes from all the other  nominees.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  independent  outsiders  Stephen J.  Sogin,
                          Ph.D.,  John  Phillip  Kostuik,  M.D.,  FRCS(C),
                          Donald D. Johnston,  Kenneth P. Fallon, III, and
                          insiders  Michael  J.  Jeffries  and  Richard W.
                          Bauer  for   failing  to  remove  a   dead-hand,
                          slow-hand,  or similar  feature in the company's
                          poison pill.
                 1.2   Elect Director Kenneth P. Fallon,
                       III --- Withhold
                 1.3   Elect Director Stephen S. Galliker
                       --- For
                 1.4   Elect Director Michael J. Jeffries
                       --- Withhold
                 1.5   Elect Director Donald D. Johnston
                       --- Withhold
                 1.6   Elect Director John Phillip
                       Kostuik, M.D. --- Withhold
                 1.7   Elect Director Stephen J. Sogin,
                       Ph.D. --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Owens & Minor, Inc. *OMI*        690732102                          03/03/04             3,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director A. Marshall Acuff,
                       Jr. --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Anne  Marie
                          Whittemore.   We  recommend  that   shareholders
                          WITHHOLD  votes from Anne Marie  Whittemore  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation and Nominating Committees.
                 1.2   Elect Director Henry A. Berling ---
                       For
                 1.3   Elect Director James B. Farinholt,
                       Jr. --- For
                 1.4   Elect Director Anne Marie
                       Whittemore --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     P.F. Chang's China Bistro Inc    69333Y108                          02/27/04             2,000
                 *PFCB*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Richard L. Federico
                       --- For
                 1.2   Elect Director R. Michael Welborn
                       --- For
                 1.3   Elect Director James D. Shennan,
                       Jr. --- For
                 1.4   Elect Director F. Lane Cardwell,
                       Jr. --- For
                 1.5   Elect Director Kenneth J. Wessels
                       --- For
                 1.6   Elect Director M. Ann Rhoades ---
                       For
                 1.7   Elect Director Lesley H. Howe ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


05/19/04 - A     Pacific Sunwear of California,   694873100                          04/05/04             6,294
                 Inc. *PSUN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Patina Oil & Gas Corp. *POG*     703224105                          04/07/04             5,221
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Charles E. Bayless
                       --- For
                 1.2   Elect Director Jeffrey L. Berenson
                       --- For
                 1.3   Elect Director Robert J. Clark ---
                       For
                 1.4   Elect Director Jay W. Decker --- For
                 1.5   Elect Director Thomas J. Edelman
                       --- For
                 1.6   Elect Director Elizabeth K. Lanier
                       --- For
                 1.7   Elect Director Alexander P. Lynch
                       --- For
                 1.8   Elect Director Paul M. Rady --- For
                 1.9   Elect Director Jon R. Whitney ---
                       For
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/29/04 - A     Paxar Corp. *PXR*                704227107                          03/19/04             2,000
                 1     Elect Directors                       For        For                    Mgmt


06/03/04 - A     PCTEL, Inc. *PCTI*               69325Q105                          04/19/04             1,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Pediatrix Medical Group, Inc.    705324101                          03/15/04             1,700
                 *PDX*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Cesar L. Alvarez ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from  Michael B.  Fernandez  for
                          standing as an affiliated  outsider on the Audit
                          and  Compensation  committees,  from  Michael B.
                          Fernandez  and Cesar L.  Alvarez for standing as
                          affiliated    outsiders   on   the    Nominating
                          Committee,  from Roger J. Medel,  M.D.,  Paul G.
                          Gabos,  Roger  K.  Freeman,   M.D.,  Michael  B.
                          Fernandez,  Waldemar A. Carlo,  M.D.,  and Cesar
                          L.  Alvarez  for  failing  to remove a  modified
                          dead-hand  feature in the company's poison pill,
                          and from  Lawrence  M.  Mullen,  Roger J. Medel,
                          M.D.,   Michael  B.  Fernandez,   and  Cesar  L.
                          Alvarez  for  failure  to  establish  a majority
                          independent board.
                 1.2   Elect Director Waldemar A. Carlo,
                       M.D. --- Withhold
                 1.3   Elect Director Michael B. Fernandez
                       --- Withhold
                 1.4   Elect Director Roger K. Freeman,
                       M.D. --- Withhold
                 1.5   Elect Director Paul G. Gabos ---
                       Withhold
                 1.6   Elect Director Roger J. Medel, M.D.
                       --- Withhold
                 1.7   Elect Director Lawrence M. Mullen
                       --- Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/03/04 - A     Pegasus Solutions *PEGS*         705906105                          03/09/04             2,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Performance Food Group Co.       713755106                          03/29/04             3,700
                 *PFGC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/19/04 - A     Pharmaceutical Product           717124101                          03/19/04               303
                 Development, Inc. *PPDI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Stuart Bondurant,
                       M.D. --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider   John  A.
                          McNeill,  Jr.  We  recommend  that  shareholders
                          WITHHOLD  votes  from John A.  McNeill,  Jr. for
                          standing as an affiliated  outsider on the Audit
                          and Compensation committees.
                 1.2   Elect Director Frederick Frank ---
                       For
                 1.3   Elect Director Terry Magnuson,
                       Ph.D. --- For
                 1.4   Elect Director Fredric N. Eshelman
                       --- For
                 1.5   Elect Director David L. Grange ---
                       For
                 1.6   Elect Director Ernest Mario, Ph.D.
                       --- For
                 1.7   Elect Director Marye Anne Fox ---
                       For
                 1.8   Elect Director Catherine M. Klema
                       --- For
                 1.9   Elect Director John A. McNeill, Jr.
                       --- 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.


04/29/04 - A     Philadelphia Consolidated        717528103                          03/31/04             1,754
                 Holding Corp. *PHLY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/15/04 - A     Phillips-Van Heusen Corp.        718592108                          04/20/04               100
                 *PVH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Pinnacle Entertainment, Inc.     723456109                          03/31/04             2,900
                 *PNK*
                 1     Elect Directors                       For        For                    Mgmt


04/28/04 - A     Piper Jaffray Cos *PJC*          724078100                          03/03/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     PolyOne Corp. *POL*              73179P106                          03/22/04             7,498
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Deferred Compensation Plan      For        For                    Mgmt


05/19/04 - A     Presidential Life Corp. *PLFE*   740884101                          04/09/04             2,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Donald Barnes ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of insiders  Herbert  Kurz and Donald
                          L.  Barnes.   We  recommend  that   shareholders
                          WITHHOLD  votes from  Herbert  Kurz for standing
                          as an insider on the Compensation  Committee and
                          for   failure  to   establish   an   independent
                          nominating   committee.    We   also   recommend
                          WITHHOLDING  votes  from  Donald L.  Barnes  for
                          failure to establish an  independent  nominating
                          committee.
                 1.2   Elect Director Richard A. Giesser
                       --- For
                 1.3   Elect Director Herbert Kurz ---
                       Withhold
                 1.4   Elect Director P. Frederick Pape,
                       Jr. --- For
                 1.5   Elect Director Lawrence Rivkin ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Prima Energy Corp. *PENG*        741901201                          04/12/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Prime Hospitality Corp. *PDQ*    741917108                          04/07/04             3,700
                 1     Elect Directors                       For        For                    Mgmt


05/17/04 - A     Priority Healthcare Corp.        74264T102                          03/18/04             3,500
                 *PHCC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


04/22/04 - A     Progress Software Corp. *PRGS*   743312100                          02/26/04             2,699
                 1     Fix Number of Directors               For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


04/21/04 - A     Provident Bankshares Corp.       743859100                          03/01/04             2,054
                 *PBKS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Melvin A. Bilal ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Ward B.  Coe,  III.  We  recommend
                          that  shareholders  WITHHOLD  votes from Ward B.
                          Coe, III for standing as an affiliated  outsider
                          on the Nominating Committee.
                 1.2   Elect Director Ward B. Coe, III ---
                       Withhold
                 1.3   Elect Director William J. Crowley,
                       Jr. --- For
                 1.4   Elect Director Gary N. Geisel ---
                       For
                 1.5   Elect Director Bryan J. Logan ---
                       For
                 1.6   Elect Director Frederick W. Meier,
                       Jr. --- For
                 2     Approve Merger Agreement              For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Province Healthcare Co. *PRV*    743977100                          03/23/04             2,904
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/08/04 - A     QRS Corp. *QRSI*                 74726X105                          04/16/04               300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt


05/05/04 - A     Quaker Chemical Corp. *KWR*      747316107                          03/05/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     RadiSys Corp. *RSYS*             750459109                          03/22/04             1,482
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/10/04 - A     Rare Hospitality                 753820109                          03/16/04             2,700
                 International, Inc. *RARE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James D. Dixon ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  Ronald W. San
                          Martin. We recommend that shareholders  WITHHOLD
                          votes from Ronald W. San Martin for  standing as
                          an affiliated outsider on the Audit Committee.
                 1.2   Elect Director Eugene I. Lee, Jr.
                       --- For
                 1.3   Elect Director Ronald W. San Martin
                       --- Withhold
                 1.4   Elect Director Roger L. Boeve ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Regal-Beloit Corp. *RBC*         758750103                          02/27/04             2,100
                 1     Elect Directors                       For        For                    Mgmt


06/11/04 - A     Regeneron Pharmaceuticals,       75886F107                          04/16/04             4,136
                 Inc. *REGN*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Leonard S.
                       Schleifer, M.D., Ph.D. --- Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  all of the  nominees.  We  recommend  that
                          shareholders   WITHHOLD   votes  from   insiders
                          Leonard S.  Schleifer,  M.D.,  Ph.D.,  George D.
                          Yancopoulos,   M.D.,   Ph.D.,   and   affiliated
                          outsider Eric M. Shooter,  Ph.D., for failure to
                          establish a majority independent board.
                 1.2   Elect Director Eric M. Shooter,
                       Ph.D. --- Withhold
                 1.3   Elect Director George D.
                       Yancopoulos, M.D., Ph.D. ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 21.07
                          percent  is  above  the  allowable  cap for this
                          company   of  14.70   percent.   Equity   grants
                          including  stock options,  restricted  stock and
                          other  forms of  long-term  incentive  awards to
                          top five  named  executive  officers  were 25.02
                          percent  of  the  total  shares  awarded  in the
                          current year.


05/19/04 - A     Reliance Steel & Aluminum Co.    759509102                          04/08/04             2,600
                 *RS*
                 1     Change Range for Size of the Board    For        For                    Mgmt
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 3     Elect Directors                       For        Split                  Mgmt
                 3.1   Elect Director Joe D. Crider ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider Joe D. Crider.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Joe  D.   Crider   for   standing   as  an
                          affiliated  outsider  on  the  Compensation  and
                          Nominating committees.
                 3.2   Elect Director Thomas W. Gimbel ---
                       For
                 3.3   Elect Director David H. Hannah ---
                       For
                 3.4   Elect Director Gregg J. Mollins ---
                       For
                 4     Approve Stock Option Plan             For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/24/04 - A     Remington Oil & Gas Corp.        759594302                          03/31/04             2,300
                 *REM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John E. Goble, Jr.
                       --- For
                 1.2   Elect Director William E. Greenwood
                       --- For
                 1.3   Elect Director Robert P. Murphy ---
                       For
                 1.4   Elect Director David E. Preng ---
                       For
                 1.5   Elect Director Thomas W. Rollins
                       --- For
                 1.6   Elect Director Alan C. Shapiro ---
                       For
                 1.7   Elect Director James A. Watt --- For
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          We commend the company for expressly  forbidding
                          repricing    without    shareholder    approval.
                          However,  the total cost of the  company's  plan
                          of 12.16  percent is above the allowable cap for
                          this   company   of  10.44   percent.        The
                          aggregate   number  of  options  issued  to  the
                          company's  named  executives in 2003  represents
                          29.44 percent of the total  options  granted for
                          that year.


06/09/04 - A     Renal Care Group, Inc. *RCI*     759930100                          04/12/04             3,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 4     Increase Authorized Common Stock      For        For                    Mgmt


04/28/04 - A     Republic Bancorp, Inc. *RBNC*    760282103                          03/10/04             5,240
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


05/06/04 - A     RLI Corp. *RLI*                  749607107                          03/08/04             1,711
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan


04/29/04 - A     Rogers Corp. *ROG*               775133101                          03/04/04             1,300
                 1     Fix Number of Directors               For        For                    Mgmt
                          We  believe  that the  proposed  change is minor
                          and  that it is not  motivated  by a  desire  to
                          entrench management.
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Leonard M. Baker ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Leonard  M.
                          Baker. We recommend that  shareholders  WITHHOLD
                          votes from  Leonard M. Baker for  standing as an
                          affiliated outsider on the Nominating Committee.
                 2.2   Elect Director Walter E. Boomer ---
                       For
                 2.3   Elect Director Edward L. Diefenthal
                       --- For
                 2.4   Elect Director Gregory B. Howey ---
                       For
                 2.5   Elect Director Leonard R. Jaskol
                       --- For
                 2.6   Elect Director Eileen S. Kraus ---
                       For
                 2.7   Elect Director William E. Mitchell
                       --- For
                 2.8   Elect Director Robert G. Paul ---
                       For
                 2.9   Elect Director Robert D. Wachob ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Alter Mandatory Retirement Policy     For        For                    Mgmt
                       for Directors


05/26/04 - A     Roper Industries, Inc. *ROP*     776696106                          03/31/04             2,440
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Brian D. Jellison
                       --- For
                 1.2   Elect Director W. Lawrence Banks
                       --- For
                 1.3   Elect Director David W. Devonshire
                       --- For
                 1.4   Elect Director John F. Fort III ---
                       For
                 2     Amend Omnibus Stock Plan              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.


04/30/04 - A     RTI International Metals, Inc.   74973W107                          03/01/04             1,800
                 *RTI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/18/04 - A     Rudolph Technologies, Inc.       781270103                          03/31/04               699
                 *RTEC*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Daniel H. Berry ---
                       Withhold
                          We  recommend  a vote FOR Thomas G.  Greig,  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          affiliated   outsider   Daniel   H.   Berry  for
                          standing as an affiliated  outsider on the Audit
                          and Compensation  committees and from affiliated
                          outsider  Richard F.  Spanier for standing as an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Thomas G. Greig ---
                       For
                 1.3   Elect Director Richard F. Spanier
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Russ Berrie and Company, Inc.    782233100                          03/15/04             1,700
                 *RUS*
                 1     Elect Directors                       For        For                    Mgmt


04/21/04 - A     Russell Corp. *RML*              782352108                          03/05/04             2,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director C.V. Nalley III ---
                       For
                          We   recommend   shareholders   vote   FOR   the
                          nominees,  with the  exception of John A. White,
                          from  whom we  recommend  shareholders  WITHHOLD
                          votes for standing as an affiliated  outsider on
                          the  Audit  and  Nominating  committees  and for
                          failure  to  establish  a  majority  independent
                          board
                 1.2   Elect Director John R. Thomas ---
                       For
                 1.3   Elect Director John A. White ---
                       Withhold
                 2     Change State of Incorporation from    For        For                    Mgmt
                       Alabama to Delaware


05/05/04 - A     Ryan's Restaurant Group, Inc.    783519101                          03/03/04             3,400
                 *RYAN*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Charles D. Way ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   James  M.
                          Shoemaker,  Jr.. We recommend that  shareholders
                          WITHHOLD votes from James M. Shoemaker,  Jr. for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director G. Edwin Mccranie
                       --- For
                 1.3   Elect Director James M. Shoemaker,
                       Jr. --- Withhold
                 1.4   Elect Director Barry L. Edwards ---
                       For
                 1.5   Elect Director Harold K. Roberts,
                       Jr. --- For
                 1.6   Elect Director Brian S. Mackenzie
                       --- For
                 1.7   Elect Director James D. Cockman ---
                       For
                 2     Change Company Name                   For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Ryerson Tull, Inc. *RT*          78375P107                          03/03/04             2,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


04/29/04 - A     Schweitzer-Mauduit               808541106                          03/04/04             1,400
                 International Inc. *SWM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt


05/06/04 - A     SCP Pool Corp. *POOL*            784028102                          03/12/04             2,850
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     SCPIE Holdings Inc. *SKP*        78402P104                          03/22/04                66
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/19/04 - A     SEACOR HOLDINGS INC. *CKH*       811904101                          03/24/04             1,025
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Selective Insurance Group,       816300107                          03/10/04               810
                 Inc. *SIGI*
                 1     Elect Directors                       For        For                    Mgmt


05/26/04 - A     Shopko Stores, Inc. *SKO*        824911101                          04/02/04             2,062
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/29/04 - A     Shurgard Storage Centers, Inc.   82567D104                          06/03/04             4,000
                 *SHU*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/20/04 - A     Sierra Health Services, Inc.     826322109                          04/01/04               444
                 *SIE*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/07/04 - A     Simpson Manufacturing Co.,       829073105                          02/09/04             1,900
                 Inc. *SSD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     SkyWest, Inc. *SKYW*             830879102                          03/31/04             4,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Jerry C. Atkin ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Sidney J.
                          Atkin,  Steven  F.  Udvar-Hazy,   and  J.  Ralph
                          Atkin. We recommend that  shareholders  WITHHOLD
                          votes  from  Sidney  J.  Atkin for  standing  as
                          affiliated  outsider  on  the  Compensation  and
                          Nominating  & Governance  committees,  Steven F.
                          Udvar-Hazy  for standing as affiliated  outsider
                          on the  Compensation  Committee,  and  J.  Ralph
                          Atkin for  standing  as  affiliated  outsider on
                          the Compensation Committee.
                 1.2   Elect Director J. Ralph Atkin ---
                       Withhold
                 1.3   Elect Director Steven F. Udvar-Hazy
                       --- Withhold
                 1.4   Elect Director Ian M. Cumming ---
                       For
                 1.5   Elect Director W. Steve Albrecht
                       --- For
                 1.6   Elect Director Mervyn K. Cox --- For
                 1.7   Elect Director Sidney J. Atkin ---
                       Withhold
                 1.8   Elect Director Hyrum W. Smith ---
                       For
                 1.9   Elect Director Robert G. Sarver ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Southwest Bancorporation of      84476R109                          03/25/04             2,611
                 Texas, Inc. *SWBT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Deferred Compensation Plan    For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Southwest Gas Corp. *SWX*        844895102                          03/09/04             2,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve/Amend Executive Incentive     For        Against                Mgmt
                       Bonus Plan
                          We  recognize  that cash and stock  bonus  plans
                          such as this one can be an important  part of an
                          executive's  overall  pay  package,  along  with
                          stock-based   plans  tied  to  long-term   total
                          shareholder  returns.  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. As a result,  a bonus
                          plan   can   effectively    reward    individual
                          performance  and  the  achievement  of  business
                          unit   objectives   that  are   independent   of
                          short-term market share price fluctuations.  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.  Moreover,  preservation
                          of the full  deductibility  of all  compensation
                          paid  reduces  the   company's   corporate   tax
                          obligation.  However,  since this plan  reserves
                          shares,  we  estimated  the  total  cost  of the
                          company's plans of 5.51 percent,  which is above
                          the  allowable  cap  for  this  company  of 5.33
                          percent.
                 3     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Southwestern Energy Co. *SWN*    845467109                          03/16/04             2,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/18/04 - A     Spherion Corp. *SFN*             848420105                          03/24/04             4,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles                        For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Spinnaker Exploration Company    84855W109                          03/12/04             2,700
                 *SKE*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Standard Motor Products, Inc.    853666105                          04/09/04             1,700
                 *SMP*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Marilyn F. Cragin
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insider  Lawrence  I.  Sills and
                          affiliated  outsiders Arthur S. Sills, Arthur D.
                          Davis and Marilyn F. Cragin.  We recommend  that
                          shareholders  WITHHOLD  votes from  Lawrence  I.
                          Sills,  Arthur S. Sills,  Arthur D.  Davis,  and
                          Marilyn F. Cragin for  failure to  disclose  the
                          members  of the  nominating  committee  and  for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Arthur D. Davis ---
                       Withhold
                 1.3   Elect Director Robert M. Gerrity
                       --- For
                 1.4   Elect Director John L. Kelsey ---
                       For
                 1.5   Elect Director Kenneth A. Lehman
                       --- For
                 1.6   Elect Director Arthur S. Sills ---
                       Withhold
                 1.7   Elect Director Lawrence I. Sills
                       --- Withhold
                 1.8   Elect Director Frederick D.
                       Sturdivant --- For
                 1.9   Elect Director William H. Turner
                       --- For
                 2     Approve Stock Option Plan             For        For                    Mgmt
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder  vote or redeemed
                          and that  any new  pill be put to a  shareholder
                          vote.


05/12/04 - A     Standard Pacific Corp. *SPF*     85375C101                          03/17/04             2,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/22/04 - A     Standard Register Co. *SR*       853887107                          02/23/04               141
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Roy W. Begley, Jr.
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  Dennis L.  Rediker and
                          Paul H. Granzow.  We recommend that shareholders
                          WITHHOLD  votes from Dennis L.  Rediker and Paul
                          H.   Granzow   for  failure  to   establish   an
                          independent nominating committee.
                 1.2   Elect Director F. David Clarke, III
                       --- For
                 1.3   Elect Director Paul H. Granzow ---
                       Withhold
                 1.4   Elect Director Sherrill W. Hudson
                       --- For
                 1.5   Elect Director Dennis L. Rediker
                       --- Withhold
                 1.6   Elect Director Ann Scavullo --- For
                 1.7   Elect Director John J. Schiff, Jr.
                       --- For
                 1.8   Elect Director John Q. Sherman, II
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/07/04 - A     StarTek, Inc. *SRT*              85569C107                          04/02/04             1,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director A. Emmet Stephenson,
                       Jr --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of insider A. Emmet  Stephenson,  Jr..
                          We recommend  that  shareholders  WITHHOLD votes
                          from A. Emmet  Stephenson,  Jr. for  standing as
                          an insider on the  Compensation  and  Nominating
                          committees.
                 1.2   Elect Director William E. Meade,
                       Jr. --- For
                 1.3   Elect Director Ed Zschau --- For
                 1.4   Elect Director Hank Brown --- For
                 1.5   Elect Director Michael S. Shannon
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 4     Ratify Auditors                       For        For                    Mgmt


06/08/04 - A     Stein Mart, Inc. *SMRT*          858375108                          04/09/04             3,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Alvin R. Carpenter
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsiders  James H.
                          Winston  and  Linda   McFarland   Farthing.   We
                          recommend that shareholders  WITHHOLD votes from
                          Audit  Committee  members  James H.  Winston and
                          Linda  McFarland  Farthing for paying  excessive
                          non-audit fees.
                 1.2   Elect Director Linda McFarland
                       Farthing --- Withhold
                 1.3   Elect Director Michael D. Fisher
                       --- For
                 1.4   Elect Director Mitchell W. Legler
                       --- For
                 1.5   Elect Director Michael D. Rose ---
                       For
                 1.6   Elect Director Richard L. Sisisky
                       --- For
                 1.7   Elect Director Jay Stein --- For
                 1.8   Elect Director Martin E. Stein, Jr.
                       --- For
                 1.9   Elect Director J. Wayne Weaver ---
                       For
                 1.10  Elect Director John H. Williams,
                       Jr. --- For
                 1.11  Elect Director James H. Winston ---
                       Withhold


04/26/04 - A     Sterling Bancshares, Inc. /TX    858907108                          02/27/04             2,402
                 *SBIB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     Stewart Information Services     860372101                          03/02/04             1,400
                 Corp. *STC*
                 1     Elect Directors                       For        For                    Mgmt


05/20/04 - A     Stone Energy Corp. *SGY*         861642106                          03/25/04             2,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/04/04 - A     Sturm, Ruger & Co., Inc. *RGR*   864159108                          03/05/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William B. Ruger,
                       Jr. --- For
                 1.2   Elect Director Stephen L. Sanetti
                       --- For
                 1.3   Elect Director Richard T. Cunniff
                       --- For
                 1.4   Elect Director Townsend Hornor ---
                       For
                 1.5   Elect Director Paul X. Kelley ---
                       For
                 1.6   Elect Director John M. Kingsley,
                       Jr. --- For
                 1.7   Elect Director James E. Service ---
                       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.


04/21/04 - S     Susquehanna Bancshares, Inc.     869099101                          03/11/04             3,209
                 *SUSQ*
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Other Business                        For        Against                Mgmt


06/10/04 - A     Susquehanna Bancshares, Inc.     869099101                          03/31/04             3,309
                 *SUSQ*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wayne E. Alter, Jr.
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider T. Max Hall.
                          We recommend  that  shareholders  WITHHOLD votes
                          from T. Max Hall for  standing as an  affiliated
                          outsider on the Nominating Committee.
                 1.2   Elect Director James G. Apple ---
                       For
                 1.3   Elect Director John M. Denlinger
                       --- For
                 1.4   Elect Director Chloe R.
                       Eichelberger --- For
                 1.5   Elect Director T. Max Hall ---
                       Withhold
                 1.6   Elect Director William B. Zimmerman
                       --- For
                 1.7   Elect Director E. Susan Piersol ---
                       For


04/28/04 - A     TBC Corp. *TBCC*                 872180104                          03/08/04             1,700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael E. Dunlap
                       --- For
                 1.2   Elect Director C. A. Ledsinger, Jr.
                       --- For
                 1.3   Elect Director William J. Mccarthy
                       --- For
                 1.4   Elect Director Raymond E. Schultz
                       --- For
                 2     Approve Omnibus Stock Plan            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.


05/19/04 - A     Technitrol, Inc. *TNL*           878555101                          03/05/04             3,300
                 1     Elect Directors                       For        For                    Mgmt


04/28/04 - A     Teledyne Technologies, Inc.      879360105                          03/08/04             2,600
                 *TDY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     TETRA Technologies, Inc. *TTI*   88162F105                          03/15/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Ralph S. Cunningham
                       --- For
                 1.2   Elect Director Tom H. Delimitros
                       --- For
                 1.3   Elect Director Geoffrey M. Hertel
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Approve Omnibus Stock Plan            For        Against                Mgmt
                          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 59.56  percent is above the allowable cap for
                          this company of 11.34 percent.


05/27/04 - A     The Cato Corporation *CTR*       149205106                          03/29/04             1,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director George S. Currin ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of George  S.  Currin.  We  recommend
                          that shareholders  WITHHOLD votes from George S.
                          Currin for  standing as an  affiliated  outsider
                          on key  board  committees  and  for  failure  to
                          establish a majority independent board.
                 1.2   Elect Director A.F. (Pete) Sloan
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Stock Option Plan               For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


06/16/04 - A     The Gymboree Corp. *GYMB*        403777105                          04/22/04             1,194
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/04/04 - A     The J. Jill Group, Inc. *JILL*   466189107                          04/05/04             1,599
                 1     Elect Directors                       For        For                    Mgmt


05/04/04 - A     The Manitowoc Company, Inc.      563571108                          02/25/04             1,232
                 *MTW*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan


06/30/04 - A     The Men's Wearhouse, Inc. *MW*   587118100                          05/12/04             3,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director George Zimmer --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of Sheldon  I.  Stein.  We  recommend
                          that  shareholders  WITHHOLD  votes from Sheldon
                          I. Stein for standing as an affiliated  outsider
                          on the Audit and Compensation committees.
                 1.2   Elect Director David H. Edwab ---
                       For
                 1.3   Elect Director Rinaldo S. Brutoco
                       --- For
                 1.4   Elect Director Michael L. Ray,
                       Ph.D. --- For
                 1.5   Elect Director Sheldon I. Stein ---
                       Withhold
                 1.6   Elect Director Kathleen Mason ---
                       For
                 1.7   Elect Director Deepak Chopra, M.D.
                       --- For
                 1.8   Elect Director William B. Sechrest
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Implement ILO Based Code of Conduct   Against    Abstain                ShrHoldr
                 6     Require Two-Thirds Majority of        Against    For                    ShrHoldr
                       Independent Directors on Board
                          A substantial  majority independent board is one
                          way to assure that  shareholder  interests  will
                          be  adequately  represented  by a board  that is
                          independent  of managment and that does not have
                          an  interest in the company  that  differs  from
                          the interests of other shareholders.


06/02/04 - A     The Pep Boys - Manny, Moe &      713278109                          04/02/04             1,633
                 Jack *PBY*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Benjamin Strauss ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated   outsider   Benjamin
                          Strauss  and   independent   outsiders   William
                          Leonard,  John  T.  Sweetwood,  Jane  Scaccetti,
                          Peter A. Bassi,  Malcolmn D. Pryor,  J.  Richard
                          Leaman,   Jr.,   and  Bernard  J.   Korman.   We
                          recommend that shareholders  WITHHOLD votes from
                          Benjamin  Strauss for standing as an  affiliated
                          outsider  on  the   Nominating   and  Governance
                          Committee,  and from  William  Leonard,  John T.
                          Sweetwood,  Jane  Scaccetti,   Peter  A.  Bassi,
                          Malcolmn D. Pryor, J. Richard  Leaman,  Jr., and
                          Bernard J. Korman for their  failure to remove a
                          dead-hand-type  provision in the poison pill and
                          for their  failure to implement  the proposal to
                          submit   the   company's   poison   pill   to  a
                          shareholder vote.
                 1.2   Elect Director Bernard J. Korman
                       --- Withhold
                 1.3   Elect Director J. Richard Leaman,
                       Jr. --- Withhold
                 1.4   Elect Director Malcolmn D. Pryor
                       --- Withhold
                 1.5   Elect Director Peter A. Bassi ---
                       Withhold
                 1.6   Elect Director Jane Scaccetti ---
                       Withhold
                 1.7   Elect Director John T. Sweetwood
                       --- Withhold
                 1.8   Elect Director William Leonard ---
                       Withhold
                 1.9   Elect Director Lawrence N.
                       Stevenson --- For
                 1.10  Elect Director M. Shan Atkins ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder  vote or redeemed
                          and that  any new  pill be put to a  shareholder
                          vote.


04/21/04 - A     The Ryland Group, Inc. *RYL*     783764103                          02/09/04             1,853
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 3     Prepare Sustainability Report         Against    For                    ShrHoldr
                          Given the  company's  current lack of disclosure
                          and the fact  that  preparation  of this  report
                          will provide  shareholders  with a more complete
                          view of the company's  policies  regarding  this
                          matter, we recommend that  shareholders  support
                          this shareholder proposal.


04/27/04 - A     The South Financial Group Inc.   837841105                          03/01/04             4,500
                 *TSFG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director William P. Brant ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   David  C.
                          Wakefield  III. We recommend  that  shareholders
                          WITHHOLD  votes from David C.  Wakefield III for
                          standing as an affiliated  outsider on the Audit
                          Committee.
                 1.2   Elect Director J. W. Davis --- For
                 1.3   Elect Director C. Claymon Grimes,
                       Jr. --- For
                 1.4   Elect Director William S. Hummers
                       III --- For
                 1.5   Elect Director William R. Timmons
                       III --- For
                 1.6   Elect Director David C. Wakefield
                       III --- Withhold
                 2     Amend Stock Option Plan               For        Against                Mgmt
                          The total  cost of the  company's  plans of 5.52
                          percent  is  above  the  allowable  cap for this
                          company of 5.23 percent.
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 5.40 percent is above the  allowable  cap for
                          this company of 5.23 percent.
                 4     Increase Authorized Common Stock      For        For                    Mgmt
                          The requested  increase of  100,000,000  shares,
                          is below the allowable  threshold of 165,000,000
                          shares.
                 5     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                          The total  cost of the  company's  plans of 5.05
                          percent  is  below  the  allowable  cap for this
                          company of 5.23 percent.
                 6     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                          We  approve  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.
                 7     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     The Stride Rite Corp. *SRR*      863314100                          02/19/04             3,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Theragenics Corp. *TGX*          883375107                          03/15/04               677
                 1     Elect Directors                       For        For                    Mgmt


04/22/04 - A     Thomas Industries Inc. *TII*     884425109                          02/27/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director H. Joseph Ferguson
                       --- For
                 1.2   Elect Director Anthony A. Massaro
                       --- For
                 1.3   Elect Director George H. Walls, Jr.
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case,  the  company's  rights plan has a
                          20-percent  trigger  but  does  not  embody  the
                          other  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder vote or redeemed.


05/07/04 - A     Three-Five Systems, Inc. *TFS*   88554L108                          03/24/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Timken Co. (The) *TKR*           887389104                          02/20/04             6,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/05/04 - A     Tollgrade Communications, Inc.   889542106                          03/04/04               100
                 *TLGD*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard H. Heibel
                       --- For
                          We recommend that  shareholders vote FOR Richard
                          H. Heibel,  but WITHHOLD  votes from  affiliated
                          outsider  Robert W.  Kampmeinert.  We  recommend
                          that shareholders  WITHHOLD votes from Robert W.
                          Kampmeinert   for  standing  as  an   affiliated
                          outsider on the  Compensation  committee and for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Robert W.
                       Kampmeinert --- Withhold


05/06/04 - A     Tom Brown, Inc.                  115660201                          03/09/04             3,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  Henry Groppe.
                          We recommend  that  shareholders  WITHHOLD votes
                          from Henry Groppe for standing as an  affiliated
                          outsider on the Compensation Committee.
                 1.2   Elect Director Henry Groppe ---
                       Withhold
                 1.3   Elect Director Edward W. LeBaron,
                       Jr. --- For
                 1.4   Elect Director James D. Lightner
                       --- For
                 1.5   Elect Director John C. Linehan ---
                       For
                 1.6   Elect Director Wayne W. Murdy ---
                       For
                 1.7   Elect Director James B. Wallace ---
                       For
                 1.8   Elect Director Robert H. Whilden,
                       Jr. --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt


05/20/04 - A     Tower Automotive, Inc. *TWR*     891707101                          04/06/04             4,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director S. A. Johnson --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   James  R.
                          Lozelle.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  James  R.   Lozelle  for
                          standing as an affiliated  outsider on the Audit
                          and Nominating committees.
                 1.2   Elect Director Kathleen Ligocki ---
                       For
                 1.3   Elect Director Anthony G. Fernandes
                       --- For
                 1.4   Elect Director Juergen M.
                       Geissinger --- For
                 1.5   Elect Director Ali Jenab --- For
                 1.6   Elect Director F. Joseph Loughrey
                       --- For
                 1.7   Elect Director James R. Lozelle ---
                       Withhold
                 1.8   Elect Director Georgia R. Nelson
                       --- For
                 1.9   Elect Director Enrique Zambrano ---
                       For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt


04/15/04 - A     Tractor Supply Co. *TSCO*        892356106                          03/02/04             2,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James F. Wright ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Gerard E. Jones.  We recommend that
                          shareholders   WITHHOLD  votes  from  Gerard  E.
                          Jones for standing as an affiliated  outsider on
                          the Nominating Committee.
                 1.2   Elect Director Gerard E. Jones ---
                       Withhold
                 1.3   Elect Director Edna K. Morris ---
                       For
                 2     Ratify Auditors                       For        Against                Mgmt
                          One of the most  important  issues  relating  to
                          auditors  is the  independence  of the  auditing
                          process.  The  auditor's  independence  from the
                          company being audited  reduces the potential for
                          abuse.  Recently,  many  accounting  firms  have
                          expanded their  business to include  broad-based
                          consulting  services.  We  believe  that in some
                          cases, such consulting  services,  when operated
                          side by side with the accounting  business,  can
                          lower auditor  objectivity.        More than 50%
                          of  the  total  fees  paid  to  the  auditor  is
                          attributable  to  non-audit  work.  This notably
                          disproportionate     fee    arrangement    could
                          significantly      impair     the      auditor's
                          independence.  We  recommend a vote against this
                          proposal.
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


04/29/04 - A     Tredegar Corporation *TG*        894650100                          02/20/04             2,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Donald T. Cowles ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  Richard  W.  Goodrum,   John  D.
                          Gottwald,   and   Thomas  G.   Slater,   Jr.  We
                          recommend that shareholders  WITHHOLD votes from
                          Richard  W.  Goodrum,  John  D.  Gottwald,   and
                          Thomas G. Slater,  Jr. for  maintaining  a board
                          that is not majority independent.
                 1.2   Elect Director Richard W. Goodrum
                       --- Withhold
                 1.3   Elect Director John D. Gottwald ---
                       Withhold
                 1.4   Elect Director Thomas G. Slater,
                       Jr. --- Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/19/04 - A     Trimble Navigation Ltd. *TRMB*   896239100                          03/23/04             3,148
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Steven W. Berglund
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions of Bradford W. Parkinson,  Ph. D. and
                          John   B.    Goodrich.    We   recommend    that
                          shareholders  WITHHOLD  votes from  Bradford  W.
                          Parkinson,  Ph. D. for standing as an affiliated
                          outsider  on  the  Audit   Committee,   John  B.
                          Goodrich for standing as an affiliated  outsider
                          on  the  Compensation  Committee,  and  John  B.
                          Goodrich for standing as an affiliated  outsider
                          on the Nominating Committee.
                 1.2   Elect Director Robert S. Cooper ---
                       For
                 1.3   Elect Director John B. Goodrich ---
                       Withhold
                 1.4   Elect Director William Hart --- For
                 1.5   Elect Director Ulf J. Johansson ---
                       For
                 1.6   Elect Director Bradford W.
                       Parkinson --- Withhold
                 1.7   Elect Director Nickolas W.
                       VandeSteeg --- For
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     TrustCo Bank Corp NY *TRST*      898349105                          03/25/04             5,226
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert A. McCormick
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of Robert A.  McCormick.  We recommend
                          that shareholders  WITHHOLD votes from Robert A.
                          McCormick  for  standing  as an  insider  on the
                          Nominating Committee.
                 1.2   Elect Director Joseph A. Lucarelli
                       --- For
                 2     Elect Director Anthony J.             For        For                    Mgmt
                       Marinello, M.D., Ph.D.
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 4     Approve Stock Option Plan             For        For                    Mgmt
                 5     Change Range for Size of the Board    For        For                    Mgmt
                 6     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     UCBH Holdings, Inc. *UCBH*       90262T308                          02/29/04             3,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Certificate to Remove           For        For                    Mgmt
                       Anti-Takeover Provision
                 3     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     UICI *UCI*                       902737105                          03/29/04             3,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Umpqua Holdings Corp. *UMPQ*     904214103                          03/15/04             2,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David B. Frohnmayer
                       --- For
                 1.2   Elect Director Dan Giustina --- For
                 1.3   Elect Director William A. Lansing
                       --- For
                 1.4   Elect Director Diana E. Goldschmidt
                       --- For
                 1.5   Elect Director Gary M. DeStefano
                       --- Withhold
                 1.6   Elect Director Katherine L. Keene
                       --- For


05/07/04 - A     UniSource Energy Corp. *UNS*     909205106                          03/29/04               257
                 1     Elect Directors                       For        For                    Mgmt


05/05/04 - A     Unit Corporation *UNT*           909218109                          03/08/04             3,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     United Bankshares, Inc. *UBSI*   909907107                          03/29/04             2,347
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard M. Adams ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions of affiliated  outsiders F.T.  Graff,
                          Jr.  and  H.  Smoot  Fahlgren,  and  independent
                          outsider W. Gaston  Caperton,  III. We recommend
                          that shareholders  WITHHOLD votes from W. Gaston
                          Caperton,  III for  poor  attendance,  and  F.T.
                          Graff,  Jr. and H. Smoot  Fahlgren  for standing
                          as affiliated  outsiders on the Compensation and
                          Nominating & Governance Committees.
                 1.2   Elect Director Robert G. Astorg ---
                       For
                 1.3   Elect Director Thomas J. Blair, III
                       --- For
                 1.4   Elect Director Harry L. Buch --- For
                 1.5   Elect Director W. Gaston Caperton,
                       III --- Withhold
                 1.6   Elect Director Lawrence K. Doll ---
                       For
                 1.7   Elect Director H. Smoot Fahlgren
                       --- Withhold
                 1.8   Elect Director Theodore J.
                       Georgelas --- For
                 1.9   Elect Director F.T. Graff, Jr. ---
                       Withhold
                 1.10  Elect Director Russell L. Isaacs
                       --- For
                 1.11  Elect Director John M. Mcmahon ---
                       For
                 1.12  Elect Director J. Paul Mcnamara ---
                       For
                 1.13  Elect Director G. Ogden Nutting ---
                       For
                 1.14  Elect Director William C. Pitt, III
                       --- For
                 1.15  Elect Director I. N. Smith, Jr. ---
                       For
                 1.16  Elect Director James G. Tardiff ---
                       For
                 1.17  Elect Director Mary K. Weddle ---
                       For
                 1.18  Elect Director P. Clinton Winter,
                       Jr. --- 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.


05/06/04 - A     United Stationers Inc. *USTR*    913004107                          03/10/04             2,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/28/04 - A     United Surgical Partners         913016309                          03/12/04             2,200
                 International Inc *USPI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Universal Forest Products,       913543104                          03/01/04             1,600
                 Inc. *UFPI*
                 1     Elect Directors                       For        For                    Mgmt


06/01/04 - A     Urban Outfitters, Inc. *URBN*    917047102                          04/19/04             3,200
                 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  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


05/04/04 - A     USF Corp. *USFC*                 91729Q101                          03/11/04             2,300
                 1     Elect Directors                       For        For                    Mgmt


04/26/04 - A     Valmont Industries, Inc. *VMI*   920253101                          03/01/04             2,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Viasys Healthcare, Inc. *VAS*    92553Q209                          03/10/04             2,400
                 1     Elect Directors                       For        For                    Mgmt


06/17/04 - A     Vicor Corporation *VICR*         925815102                          04/30/04             3,500
                 1     Fix Number of and Elect Directors     For        Withhold               Mgmt
                 1.1   Fix Number of and Elect Director M.
                       Michael Ansour --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes  from  Estia  J.   Eichten  for
                          standing as an affiliated  outsider on the Audit
                          and   Compensation   committees,    for   paying
                          excessive   non-audit   fees,   for  failure  to
                          establish an  independent  nominating  committee
                          and  for   failure  to   establish   a  majority
                          independent   board.   We  also  recommend  that
                          shareholders  WITHHOLD  votes  from  independent
                          outsiders   and  Audit   Committee   members  M.
                          Michael   Ansour  and  David  T.  Riddiford  for
                          paying  excessive  non-audit  fees, and insiders
                          Patrizio  Vinciarelli,   Jay  M.  Prager,  Barry
                          Kelleher   and   affiliated    outsider   Samuel
                          Anderson    for   failure   to    establish   an
                          independent   nominating   committee   and   for
                          failure  to  establish  a  majority  independent
                          board.
                 1     Elect Directors                       For        Withhold               Mgmt


05/11/04 - A     Vintage Petroleum, Inc. *VPI*    927460105                          03/24/04             3,224
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director William L. Abernathy
                       --- Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from   all   nominees.    We   recommend    that
                          shareholders   WITHHOLD   votes   from   insider
                          William A.  Abernathy for failure to establish a
                          majority  independent  board.  We also recommend
                          that  shareholders  WITHHOLD  votes  from  Audit
                          Committee  members  Bryan H. Lawrence and Gerald
                          J. Maier for paying excessive non-audit fees.
                 1.2   Elect Director Bryan H. Lawrence
                       --- Withhold
                 1.3   Elect Director Gerald J. Maier ---
                       Withhold
                 2     Ratify Auditors                       For        Against                Mgmt


05/04/04 - A     Vital Signs, Inc. *VITL*         928469105                          04/07/04             1,100
                 1     Elect Directors                       For        For                    Mgmt


04/09/04 - A     Volt Information Sciences,       928703107                          02/20/04             1,000
                 Inc. *VOL*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Lloyd Frank ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions   of  insider   Steven  A.  Shaw  and
                          affiliated  outsiders  Lloyd  Frank and Bruce G.
                          Goodman.    We   recommend   that   shareholders
                          WITHHOLD  votes from Steven A. Shaw and Bruce G.
                          Goodman  for  failure  to  establish  a majority
                          independent  board,  and from  Lloyd  Frank  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation  and Nominating  committees and for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Bruce G. Goodman ---
                       Withhold
                 1.3   Elect Director Mark N. Kaplan ---
                       For
                 1.4   Elect Director Steven A. Shaw ---
                       Withhold
                 1.5   Elect Director Theresa A. Havell
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     W-H Energy Services, Inc.        92925E108                          03/30/04             2,300
                 *WHQ*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Approve Stock Award to Executive      For        For                    Mgmt


05/13/04 - A     Wabash National Corp. *WNC*      929566107                          04/01/04             2,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/26/04 - A     Waste Connections, Inc. *WCN*    941053100                          03/29/04             2,142
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                       and Eliminate Class of Preferred
                       Stock
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


06/01/04 - A     Watsco, Inc. *WSO.B*             942622200                          04/09/04             2,200
                 1     Elect Directors                       For        For                    Mgmt


05/05/04 - A     Watts Water Technologies *WTS*   942749102                          03/26/04             2,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Timothy P. Horne ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Kenneth  J.
                          Mcavoy. We recommend that shareholders  WITHHOLD
                          votes from  Kenneth J. Mcavoy for standing as an
                          affiliated  outsider on the Audit,  Compensation
                          and Nominating committees.
                 1.2   Elect Director Kenneth J. Mcavoy
                       --- Withhold
                 1.3   Elect Director John K. Mcgillicuddy
                       --- For
                 1.4   Elect Director Gordon W. Moran ---
                       For
                 1.5   Elect Director Daniel J. Murphy,
                       III --- For
                 1.6   Elect Director Patrick S. O'Keefe
                       --- For
                 1.7   Elect Director Roger A. Young ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/20/04 - A     Waypoint Finanical Corp *WYPT*   946756103                          04/02/04             2,915
                 1     Elect Directors                       For        For                    Mgmt


05/19/04 - A     Webex Communications, Inc.       94767L109                          03/31/04             3,500
                 *WEBX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     Websense, Inc. *WBSN*            947684106                          04/05/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Wellman, Inc. *WLM*              949702104                          03/31/04             2,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Restricted Stock Plan         For        For                    Mgmt


04/28/04 - A     Whitney Holding Corp. *WTNY*     966612103                          03/05/04             2,650
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Kathryn M. Sullivan
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent   outsider  Harry  J.
                          Blumenthal,  Jr. We recommend that  shareholders
                          WITHHOLD  votes  from Harry J.  Blumenthal,  Jr.
                          for poor attendance.
                 1.2   Elect Director H.J. Blumenthal, Jr.
                       --- Withhold
                 1.3   Elect Director Joel B. Bullard, Jr.
                       --- For
                 1.4   Elect Director Angus R. Cooper, Ii
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Articles to Remove Fair Price   Against    For                    ShrHoldr
                       Provision
                          Whitney's fair price  provision  fails to meet a
                          number  of  the  above  mentioned  requirements.
                          Specifically,  Whitney's fair price provision is
                          triggered   by   an    interested    shareholder
                          obtaining 10 percent of  Whitney's  common stock
                          instead of 20 percent  of the  company's  stock.
                          Moreover,   the  vote  needed  to  overcome  the
                          board's  opposition  or to  repeal  or amend the
                          fair price  provision is 90 percent of Whitney's
                          common  stock.  We view this  requirement  of 90
                          percent to be on the high end.


05/25/04 - A     Wilson Greatbatch                972232102                          04/15/04             1,541
                 Technologies, Inc. *GB*
                 1     Elect Directors                       For        For                    Mgmt


05/20/04 - A     Wolverine Tube, Inc. *WLV*       978093102                          03/31/04             1,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Wolverine World Wide, Inc.       978097103                          03/01/04             3,200
                 *WWW*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     X-Rite, Inc. *XRIT*              983857103                          03/31/04             1,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Peter M. Banks ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Peter  M.
                          Banks. We recommend that  shareholders  WITHHOLD
                          votes  from Peter M.  Banks for  standing  as an
                          affiliated  outsider  on  the  Compensation  and
                          Nominating committees.
                 1.2   Elect Director Michael C. Ferrara
                       --- For
                 1.3   Elect Director L. Peter Frieder ---
                       For
                 1.4   Elect Director Ronald A. Vandenberg
                       --- For
                 2     Approve Employee Stock Purchase Plan  For        For                    Mgmt


05/20/04 - A     Yellow Roadway Corp. *YELL*      985577105                          03/22/04             3,782
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Zenith National Insurance        989390109                          03/29/04               309
                 Corp. *ZNT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Restricted Stock Plan         For        For                    Mgmt



                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT MID CAP GROWTH FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

08/05/03 - A     Alliant Techsystems Inc. *ATK*    018804104                         06/10/03             7,350
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                        Shareholder Proposal
                 3      Report on Space-Based Weapons         Against    Against


07/22/03 - A     Avx Corp. *AVX*                   002444107                         05/30/03            45,200
                 1      Elect Directors                       For        Withhold
                 1.1    Elect Director John S. Gilbertson
                        --- Withhold
                          We  recommend  withholding  votes from all of the
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD votes from independent  outsider Carroll
                          A.   Campbell,   Jr.  for  poor   attendance  and
                          insiders   Rodney   N.    Lanthorne,    Michihisa
                          Yamamoto,  and John S.  Gilbertson for failure to
                          establish an independent nominating committee.
                 1.2    Elect Director Michihisa Yamamoto
                        --- Withhold
                 1.3    Elect Director Rodney N. Lanthorne
                        --- Withhold
                 1.4    Elect Director Carroll A. Campbell,
                        Jr. --- Withhold
                 2      Ratify Auditors                       For        For
                 3      Other Business                        For        Against


07/11/03 - A     BEA Systems, Inc. *BEAS*          073325102                         05/27/03            67,000
                 1      Elect Directors                       For        For
                 1.1    Elect Director William T. Coleman
                        III --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Dale Crandall --- For
                 1.3    Elect Director William H. Janeway
                        --- For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For


09/27/03 - A     Biomet, Inc. *BMET*               090613100                         08/07/03            30,557
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


08/21/03 - A     BMC Software, Inc. *BMC*          055921100                         07/03/03            13,800
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/31/03 - A     Check Point Software              M22465104                         06/23/03            23,800
                 Technologies Inc
                 1      Elect Gil Shwed, Marius Nacht,        For        For
                        David Rubner, Alex Serge Vieux, and
                        Dr. Tal Shavit as Directors
                 2      Elect Irwin Federman and Ray          For        For
                        Rothrock as External Directors
                 3      Authorization for Chairman of the     For        For
                        Board to Serve as Chairman of the
                        Board and Cheif Executive Officer
                 4      Accept Financial Statements for the   For        For
                        Year Ended December 31, 2002
                 5      Approve Kost Forer & Gabbay as        For        For
                        Auditors and Authorize Board to Fix
                        Their Remuneration
                 6      Approve Options to Purchase Two       For        Against
                        Million Shares to Gil Shwed,
                        Director and Officer, and One
                        Million Shares to Marius Nacht,
                        Director and Officer


09/25/03 - A     Darden Restaurants, Inc. *DRI*    237194105                         07/28/03            10,300
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/31/03 - A     Electronic Arts, Inc. *ERTS*      285512109                         06/04/03            10,200
                 1      Elect Directors                       For        For
                 1.1    Elect Director M. Richard Asher ---
                        For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director William J. Byron ---
                        For
                 1.3    Elect Director Leonard S. Coleman
                        --- For
                 1.4    Elect Director Gary M. Kusin --- For
                 1.5    Elect Director Gregory B. Maffei
                        --- For
                 1.6    Elect Director Timothy Mott --- For
                 1.7    Elect Director Lawrence F. Probst
                        III --- For
                 1.8    Elect Director Linda J. Srere ---
                        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


08/08/03 - S     Expedia Inc                       302125109                         06/25/03             5,400
                 1      Approve Merger Agreement              For        For


09/30/03 - A     Flextronics International Ltd.    Y2573F102                         None                21,400
                 *FLEX*
                 1      Reelect Richard Sharp as Director     For        For
                 2a     Reelect James Davidson as Director    For        For
                 2b     Reelect Lip-Bu Tan as Director        For        For
                 3      Reelect Patrick Foley as Director     For        For
                 4      Reappoint Deloitte & Touche as        For        For
                        Auditors and Authorize Board to Fix
                        Their Remuneration
                 5      Amend 1997 Employee Share Purchase    For        For
                        Plan
                 6      Approve Issuance of Shares without    For        For
                        Preemptive Rights
                 7      Approve Nonexecutive Directors' Fees  For        For
                 8      Authorize Share Repurchase Program    For        For


08/11/03 - A     Forest Laboratories, Inc. *FRX*   345838106                         06/20/03            12,280
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Howard Solomon ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  Phillip  M.  Satow,   Kenneth  E.
                          Goodman,  and Howard  Solomon.  We recommend that
                          shareholders   WITHHOLD  votes  from  Phillip  M.
                          Satow for standing as an  affiliated  outsider on
                          the  Audit   Committee   and  Phillip  M.  Satow,
                          Kenneth  E.  Goodman,   and  Howard  Solomon  for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director William J. Candee,
                        III --- For
                 1.3    Elect Director George S. Cohan ---
                        For
                 1.4    Elect Director Dan L. Goldwasser
                        --- For
                 1.5    Elect Director Lester B. Salans,
                        M.D. --- For
                 1.6    Elect Director Kenneth E. Goodman
                        --- Withhold
                 1.7    Elect Director Phillip M. Satow ---
                        Withhold
                 2      Increase Authorized Common Stock      For        Against
                 3      Ratify Auditors                       For        For


09/10/03 - A     H&R Block, Inc. *HRB*             093671105                         07/08/03             4,500
                 1      Elect Directors                       For        For
                 1.1    Elect Director G. Kenneth Baum ---
                        For
                 1.2    Elect Director Henry F. Frigon ---
                        For
                 1.3    Elect Director Roger W. Hale --- For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Ratify Auditors                       For        For


07/22/03 - A     Legg Mason, Inc. *LM*             524901105                         05/23/03             8,400
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Carl Bildt --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  insider  Harry M.  Ford,  Jr..  We
                          recommend that  shareholders  WITHHOLD votes from
                          Harry M. Ford,  Jr. for failure to  establish  an
                          independent nominating committee.
                 1.2    Elect Director Harry M. Ford, Jr.
                        --- Withhold
                 1.3    Elect Director John E. Koerner, III
                        --- For
                 1.4    Elect Director Peter F. O'Malley
                        --- For
                 1.5    Elect Director James E. Ukrop ---
                        For
                 1.6    Elect Director Dennis R. Beresford
                        --- For


07/24/03 - A     Macromedia, Inc. *MACR*           556100105                         05/27/03            20,400
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Robert K. Burgess
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of John  (Ian)  Giffen,  from  whom we
                          recommend   shareholders   WITHHOLD   votes   for
                          standing as an  affiliated  outsider on the Audit
                          Committee.
                 1.2    Elect Director John (Ian) Giffen
                        --- Withhold
                 1.3    Elect Director William H. Harris,
                        Jr. --- For
                 1.4    Elect Director Robert A. Kotick ---
                        For
                 1.5    Elect Director Donald L. Lucas ---
                        For
                 1.6    Elect Director Timothy O'Reilly ---
                        For
                 1.7    Elect Director William B. Welty ---
                        For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Ratify Auditors                       For        For


08/15/03 - A     Microchip Technology, Inc.        595017104                         06/20/03            37,110
                 *MCHP*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Steve Sanghi --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Albert J.
                        Hugo-Martinez --- For
                 1.3    Elect Director L.B. Day --- For
                 1.4    Elect Director Matthew W. Chapman
                        --- For
                 1.5    Elect Director Wade F. Meyercord
                        --- For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Employee Stock Purchase Plan    For        For


07/25/03 - A     Mylan Laboratories Inc. *MYL*     628530107                         05/23/03            24,000
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Milan Puskar --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of Douglas J. Leech.  We recommend that
                          shareholders   WITHHOLD  votes  from  Douglas  J.
                          Leech for standing as an  affiliated  outsider on
                          the Audit and Nominating Committees.
                 1.2    Elect Director Robert J. Coury ---
                        For
                 1.3    Elect Director Wendy Cameron --- For
                 1.4    Elect Director Laurence S. DeLynn
                        --- For
                 1.5    Elect Director John C. Gaisford,
                        M.D. --- For
                 1.6    Elect Director Douglas J. Leech ---
                        Withhold
                 1.7    Elect Director Joseph C. Maroon,
                        M.D. --- For
                 1.8    Elect Director Patricia A. Sunseri
                        --- For
                 1.9    Elect Director C.B. Todd --- For
                 1.10   Elect Director Randall L.
                        Vanderveen, Ph.D. --- For
                 1.11   Elect Director Stuart A. Williams,
                        Esq. --- For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For


09/26/03 - A     National Semiconductor Corp.      637640103                         08/14/03            30,100
                 *NSM*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Brian L. Halla ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of Gary P. Arnold.  We recommend  that
                          shareholders  WITHHOLD  votes from Gary P. Arnold
                          for  standing  as an  affiliated  outsider on the
                          Audit and Nominating Committees.
                 1.2    Elect Director Steven R. Appleton
                        --- For
                 1.3    Elect Director Gary P. Arnold ---
                        Withhold
                 1.4    Elect Director Richard J. Danzig
                        --- For
                 1.5    Elect Director Robert J.
                        Frankenberg --- For
                 1.6    Elect Director E. Floyd Kvamme ---
                        For
                 1.7    Elect Director Modesto A. Maidique
                        --- For
                 1.8    Elect Director Edward R. Mccracken
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Employee Stock Purchase Plan  For        For


09/02/03 - A     Network Appliance, Inc. *NTAP*    64120L104                         07/07/03            64,200
                 1      Elect Directors                       For        For
                 1.1    Elect Director Daniel J.
                        Warmenhoven --- For
                 1.2    Elect Director Donald T. Valentine
                        --- For
                 1.3    Elect Director Sanjiv Ahuja --- For
                 1.4    Elect Director Carol A. Bartz ---
                        For
                 1.5    Elect Director Michael R. Hallman
                        --- For
                 1.6    Elect Director Nicholas G. Moore
                        --- For
                 1.7    Elect Director Dr. Sachio Semmoto
                        --- For
                 1.8    Elect Director Robert T. Wall ---
                        For
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For
                 5      Other Business                        For        Against


07/10/03 - A     Nvidia Corporation *NVDA*         67066G104                         05/15/03            12,000
                 1      Elect Directors                       For        For
                 1.1    Elect Director Tench Coxe --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Mark A. Stevens ---
                        For
                 2      Ratify Auditors                       For        For


09/05/03 - A     Pixar, Inc. *PIXR*                725811103                         07/23/03             4,400
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Steve Jobs ---
                        Withhold
                          WITHHOLD   votes  for  failure  to  establish  an
                          independent nominating committee.
                 1.2    Elect Director Dr. Edwin E. Catmull
                        --- Withhold
                          WITHHOLD  votes  for  poor   attendance  and  for
                          failure to  establish an  independent  nominating
                          committee.
                 1.3    Elect Director Skip M. Brittenham
                        --- Withhold
                          WITHHOLD   votes  for  failure  to  establish  an
                          independent nominating committee.
                 1.4    Elect Director Joseph A. Graziano
                        --- For
                 1.5    Elect Director Lawrence B. Levy ---
                        Withhold
                          WITHHOLD  votes  for  standing  as an  affiliated
                          outsider on the Audit Committee,  and for failure
                          to establish an independent nominating committee.
                 1.6    Elect Director Joe Roth --- Withhold
                          WITHHOLD votes for poor attendance.
                 1.7    Elect Director Larry W. Sonsini ---
                        Withhold
                          WITHHOLD  votes  for  poor   attendance  and  for
                          failure to  establish an  independent  nominating
                          committee.
                 1.8    Elect Director John S. Wadsworth,
                        Jr. --- For
                 2      Ratify Auditors                       For        For


08/26/03 - A     QLogic Corp. *QLGC*               747277101                         07/01/03            24,000
                 1      Elect Directors                       For        For
                 1.1    Elect Director H.K. Desai --- For
                 1.2    Elect Director Larry R. Carter ---
                        For
                 1.3    Elect Director James R. Fiebiger
                        --- For
                 1.4    Elect Director Balakrishnan S. Iyer
                        --- For
                 1.5    Elect Director Carol L. Miltner ---
                        For
                 1.6    Elect Director George D. Wells ---
                        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Ratify Auditors                       For        For


07/21/03 - A     Research In Motion Ltd *RIM*      760975102                         06/03/03            25,000
                 1      Elect J. L. Balsillie, M.             For        For
                        Lazaridis, D. Fregin, K. Cork, D.
                        Wright, J. Estill and J. Richardson
                        as Directors
                 2      Ratify Ernst & Young LLP as Auditors  For        For


07/22/03 - A     RF Micro Devices, Inc. *RFMD*     749941100                         05/30/03            22,400
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert A.
                        Bruggeworth --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director David A. Norbury ---
                        For
                 1.3    Elect Director William J. Pratt ---
                        For
                 1.4    Elect Director Daniel A. Dileo ---
                        For
                 1.5    Elect Director Dr. Frederick J.
                        Leonberger --- For
                 1.6    Elect Director Dr. Albert E.
                        Paladino --- For
                 1.7    Elect Director Erik Van Der Kaay
                        --- For
                 1.8    Elect Director Walter H. Wilkinson,
                        Jr. --- For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For


08/21/03 - A     Symantec Corp. *SYMC*             871503108                         07/08/03            14,900
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Amend Stock Option Plan               For        Against
                 4      Approve Executive Incentive Bonus     For        For
                        Plan
                 5      Ratify Auditors                       For        For


09/25/03 - A     Tektronix, Inc. *TEK*             879131100                         07/21/03            21,500
                 1      Elect Directors                       For        For
                        Shareholder Proposal
                 2      Refrain from Doing Business in China  Against    Against


09/24/03 - S     UTStarcom, Inc. *UTSI*            918076100                         08/15/03            19,300
                 1      Increase Authorized Common Stock      For        For


09/12/03 - A     WebMD Corporation *HLTH*          94769M105                         07/21/03            57,500
                 1      Elect Directors                       For        For
                 1.1    Elect Director Paul A. Brooke ---
                        For
                 1.2    Elect Director James V. Manning ---
                        For
                 1.3    Elect Director Martin J. Wygod ---
                        For
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Increase Authorized Common Stock      For        For


08/07/03 - A     Xilinx, Inc. *XLNX*               983919101                         06/09/03            19,740
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/22/03 - S     Zimmer Holdings Inc *ZMH*         98956P102                         06/16/03            14,100
                 1      Issue Shares in Connection with an    For        For
                        Acquisition




                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT MID CAP GROWTH FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

10/30/03 - A     Affiliated Computer Services,     008190100                         09/19/03            18,200
                 Inc. *ACS*
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For


12/18/03 - S     Apache Corp. *APA*                037411105                         10/29/03            11,510
                 1      Increase Authorized Common Stock      For        For


10/16/03 - A     Applera Corp *ABI*                038020103                         08/27/03            25,200
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Richard H. Ayers ---
                        For
                 1.2    Elect Director Jean-Luc Belingard
                        --- For
                 1.3    Elect Director Robert H. Hayes ---
                        For
                 1.4    Elect Director Arnold J. Levine ---
                        Withhold
                          Vote  FOR the  directors  with the  exception  of
                          Arnold  J.  Levine  from whom we  recommend  that
                          shareholders  WITHHOLD  votes for  standing as an
                          affiliated   outsider  on  the  Compensation  and
                          Nominating committees.
                 1.5    Elect Director William H. Longfield
                        --- For
                 1.6    Elect Director Theodore E. Martin
                        --- For
                 1.7    Elect Director Carolyn W. Slayman
                        --- For
                 1.8    Elect Director Orin R. Smith --- For
                 1.9    Elect Director James R. Tobin ---
                        For
                 1.10   Elect Director Tony L. White --- For
                 2      Ratify Auditors                       For        For


12/11/03 - A     AutoZone, Inc. *AZO*              053332102                         10/14/03             3,000
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/23/03 - A     Barr Laboratories, Inc. *BRL*     068306109                         09/02/03            12,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Bruce L. Downey ---
                        Withhold
                          WITHHOLD  votes from insider  Bruce L. Downey for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director Paul M. Bisaro ---
                        Withhold
                          WITHHOLD  votes from  insider  Paul M. Bisaro for
                          failure to  establish an  independent  nominating
                          committee.
                 1.3    Elect Director Carole S. Ben-Maimon
                        --- Withhold
                          WITHHOLD votes from insider Carole S.  Ben-Maimon
                          for   failure   to   establish   an   independent
                          nominating committee.
                 1.4    Elect Director George P. Stephan
                        --- For
                 1.5    Elect Director Jack M. Kay --- For
                 1.6    Elect Director Harold N. Chefitz
                        --- For
                 1.7    Elect Director Richard R. Frankovic
                        --- For
                 1.8    Elect Director Peter R. Seaver ---
                        For
                 1.9    Elect Director James S. Gilmore,
                        III --- For
                 2      Change State of Incorporation from    For        For
                        New York to Delaware
                 3      Increase Authorized Common Stock      For        For


11/12/03 - S     Biogen IDEC Inc *BIIB*            449370105                         09/25/03            16,450
                 1      Approve Merger Agreement              For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan
                 5      Adjourn Meeting                       For        Against


11/12/03 - S     Biogen, Inc.                      090597105                         09/25/03             4,800
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


10/06/03 - S     Boston Scientific Corp. *BSX*     101137107                         08/27/03             6,400
                 1      Increase Authorized Common Stock      For        For


11/13/03 - A     Brinker International, Inc.       109641100                         09/15/03            12,200
                 *EAT*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Ronald A. McDougall
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions    of    Cece    Smith,    James    E.
                          Oesterreicher,   Ronald   Kirk,   and  Marvin  J.
                          Girouard.    We   recommend   that   shareholders
                          WITHHOLD votes from Audit Committee  members Cece
                          Smith, James E.  Oesterreicher,  Ronald Kirk, and
                          Marvin   J.   Girouard   for   paying   excessive
                          non-audit fees.
                 1.2    Elect Director Douglas H. Brooks
                        --- For
                 1.3    Elect Director Dan W. Cook, III ---
                        For
                 1.4    Elect Director Robert M. Gates ---
                        For
                 1.5    Elect Director Marvin J. Girouard
                        --- Withhold
                 1.6    Elect Director Ronald Kirk ---
                        Withhold
                 1.7    Elect Director George R. Mrkonic
                        --- For
                 1.8    Elect Director Erle Nye --- For
                 1.9    Elect Director James E.
                        Oesterreicher --- Withhold
                 1.10   Elect Director Cece Smith ---
                        Withhold
                 1.11   Elect Director Roger T. Staubach
                        --- For
                 2      Ratify Auditors                       For        Against
                          Percentage   of  total   fees   attributable   to
                          nonaudit work: 58.60 percent.
                        Shareholder Proposal
                 3      Report on the Impact of Genetically   Against    Against
                        Engineered Products


12/11/03 - S     Business Objects S.A.             12328X107                         None                21,600
                        Special Meeting Agenda
                 1      Approve Acquisition of Crystal        For        For
                        Decsions Inc. and Approve Terms of
                        Merger Agreement
                 2      Approve Issuance of Up to 37          For        For
                        Million Shares in Connection with
                        Acquisition, and Amend Articles
                        Accordingly
                 3      Approve Issuance of Warrants to       For        For
                        Subscribe to Up to 15,000 Shares to
                        David J. Roux
                 4      Authorize Issuance of Up to 250,000   For        For
                        Shares Reserved for Business
                        Objects SA Employee Benefits Trust
                        for Use in 1995 International
                        Employee Stock Purchase Plan
                 5      Approve Issuance of Up to 50,000      For        For
                        Shares Reserved for Employees
                        Participating in Savings-Related
                        Share Purchase Plan
                 6      Authorize Issuance of Equity or       For        For
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 1.3 Million
                 7      Authorize Issuance of Equity or       For        For
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 1.3 Million
                 8      Amend 2001 Executive Stock Option     For        Against
                        Plan Re: Number of Available Shares
                 9      Elect David J. Roux as Director       For        For
                 10     Approve Increase in Director          For        For
                        Remuneration to Aggregate Amount of
                        EUR 350,000
                 11     Authorize Filing of Required          For        For
                        Documents/Other Formalities


11/20/03 - A     CACI International, Inc. *CAI*    127190304                         09/24/03            11,600
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/29/03 - A     CheckFree Corp. *CKFR*            162813109                         09/08/03             7,400
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                        Shareholder Proposal
                 3      Make Effort to Locate Women and       Against    Abstain
                        Minorities for Board Nomination


10/14/03 - A     Cintas Corp. *CTAS*               172908105                         08/18/03             5,400
                 1      Fix Number of Directors               For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director Richard T. Farmer
                        --- Withhold
                          WITHHOLD   votes  from   Richard  T.  Farmer  for
                          standing   as  an  insider   on  the   Nominating
                          Committee,  Roger  L.  Howe  for  standing  as an
                          affiliated   outsider  on  the  Audit  Committee,
                          Compensation,  and Nominating  Committees,  David
                          C.   Phillips  for  standing  as  an   affiliated
                          outsider on the Nominating  Committee,  and Audit
                          Committee   members  Roger  L.  Howe,  Robert  J.
                          Herbold,  Gerald V.  Dirvin,  and Paul R.  Carter
                          for paying excessive non-audit fees.
                 2.2    Elect Director Robert J. Kohlhepp
                        --- For
                 2.3    Elect Director Scott D. Farmer ---
                        For
                 2.4    Elect Director Paul R. Carter ---
                        Withhold
                 2.5    Elect Director Gerald V. Dirvin ---
                        Withhold
                 2.6    Elect Director Robert J. Herbold
                        --- Withhold
                 2.7    Elect Director Roger L. Howe ---
                        Withhold
                 2.8    Elect Director David C. Phillips
                        --- Withhold
                 3      Approve Non-Employee Director Stock   For        For
                        Option Plan
                        Shareholder Proposals
                 4      Expense Stock Options                 Against    For
                          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.
                 5      Establish a Nominating Committee of   Against    For
                        Independent Directors
                          An  independent  nominating  committee is one way
                          to  assure  that  shareholder  interests  will be
                          adequately   represented   by  a  board  that  is
                          independent  of management and that does not have
                          an interest in the company  that differs from the
                          interests of other shareholders.
                 6      Require Majority of Independent       Against    For
                        Directors on Board
                          An  independent  board is one way to assure  that
                          shareholder    interests   will   be   adequately
                          represented  by a board  that is  independent  of
                          management  and that does not have an interest in
                          the company that  differs  from the  interests of
                          other shareholders.
                 7      Report on Code of Conduct             Against    Against


11/05/03 - A     Coach, Inc. *COH*                 189754104                         09/17/03            17,200
                 1      Elect Directors                       For        For
                 1.1    Elect Director Joseph Ellis --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider Michael Murphy.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from   Michael   Murphy   for   standing   as  an
                          affiliated   outsider  on  the  Audit  and  Human
                          Resources & Governance committees.
                 1.2    Elect Director Lew Frankfort --- For
                 1.3    Elect Director Sally Frame Kasaks
                        --- For
                 1.4    Elect Director Gary Loveman --- For
                 1.5    Elect Director Irene Miller --- For
                 1.6    Elect Director Keith Monda --- For
                 1.7    Elect Director Michael Murphy ---
                        For


10/28/03 - S     Concord EFS, Inc. *CE*            206197105                         09/08/03            20,300
                 1      Approve Merger Agreement              For        For


11/20/03 - A     Corinthian Colleges, Inc.         218868107                         10/01/03            14,300
                 *COCO*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Paul R. St. Pierre
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of Paul R. St.  Pierre,  from  whom we
                          recommend   shareholders   WITHHOLD   votes   for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director Linda Arey Skladany,
                        Esq. --- For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Ratify Auditors                       For        For


11/18/03 - A     Devry Inc. *DV*                   251893103                         09/19/03            10,300
                 1      Elect Directors                       For        For
                 2      Approve Stock Option Plan             For        For
                 3      Ratify Auditors                       For        For


12/18/03 - S     Documentum, Inc.                  256159104                         11/17/03             7,800
                 1      Approve Merger Agreement              For        For


11/28/03 - S     DST Systems, Inc. *DST*           233326107                         11/10/03            37,000
                 1      Approve Reorganization Plan           For        For


11/20/03 - A     Education Management Corp.        28139T101                         09/23/03             5,900
                 *EDMC*
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Ratify Auditors                       For        For


11/20/03 - A     Emulex Corp. *ELX*                292475209                         10/01/03             9,000
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Fred B. Cox ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of  Fred B.  Cox.  We  recommend  that
                          shareholders  WITHHOLD votes from Fred B. Cox for
                          standing  as  an   affiliated   outsider  on  the
                          Compensation  Committee  and for  standing  as an
                          affiliated outsider on the Nominating Committee.
                 1.2    Elect Director Michael P. Downey
                        --- For
                 1.3    Elect Director Bruce C. Edwards ---
                        For
                 1.4    Elect Director Paul F. Folino ---
                        For
                 1.5    Elect Director Robert H. Goon ---
                        For
                 1.6    Elect Director Don M. Lyle --- For
                 2      Approve Option Exchange Program       For        For
                 3      Ratify Auditors                       For        For


10/22/03 - A     Global Payments, Inc. *GPN*       37940X102                         08/25/03             6,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Raymond L. Killian,
                        Jr. as Class I Director --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Gillian  H.
                          Denham. We recommend that  shareholders  WITHHOLD
                          votes from  Gillian H. Denham for  standing as an
                          affiliated   outsider  on  the  Compensation  and
                          Nominating committees.
                 1.2    Elect Director Michael W. Trapp as
                        Class II Director --- For
                 1.3    Elect Director Gerald J. Wilkins as
                        Class II Director --- For
                 1.4    Elect Director Alex W. Hart as
                        Class III Director --- For
                 1.5    Elect Director William I. Jacobs as
                        Class III Director --- For
                 1.6    Elect Director Gillian H. Denham as
                        Class III Director --- Withhold
                 1.7    Elect Director Alan M. Silberstein
                        as Class III Director --- For


11/12/03 - A     Harman International              413086109                         09/15/03            11,000
                 Industries, Inc. *HAR*
                 1      Elect Directors                       For        For
                 2      Approve Stock Split                   For        For


10/29/03 - A     Integrated Circuit Systems,       45811K208                         09/19/03            28,500
                 Inc. *ICST*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Hock E. Tan ---
                        Withhold
                          We recommend  that  shareholders  vote FOR Nam P.
                          Suh, Ph.D.,  but WITHHOLD votes from insider Hock
                          E. Tan for failure to  establish  an  independent
                          nominating committee.
                 1.2    Elect Director Nam P. Suh, Ph.D.
                        --- For


11/24/03 - A     International Rectifier Corp.     460254105                         09/26/03             6,900
                 *IRF*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Omnibus Stock Plan              For        Against
                 4      Ratify Auditors                       For        For


10/30/03 - A     Intuit, Inc. *INTU*               461202103                         09/02/03            15,400
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


11/06/03 - A     JDS Uniphase Corp. *JDSU*         46612J101                         09/15/03           144,400
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For


11/05/03 - A     KLA-Tencor Corp. *KLAC*           482480100                         09/15/03            10,180
                 1.a    Elect Director H. Raymond Bingham     For        For
                 1.b    Elect Director Robert T. Bond         For        For
                 1.c    Elect Director Richard J. Elkus, Jr.  For        For
                 1.d    Elect Director Michael E. Marks       For        For
                 2      Ratify Auditors                       For        For


11/06/03 - A     Lam Research Corp. *LRCX*         512807108                         09/12/03            34,400
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Approve Executive Incentive Bonus     For        For
                        Plan
                 4      Ratify Auditors                       For        For


11/05/03 - A     Linear Technology Corp. *LLTC*    535678106                         09/08/03             9,200
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Robert H. Swanson,
                        Jr. --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of insider  Robert H.  Swanson,  Jr. We
                          recommend that  shareholders  WITHHOLD votes from
                          Robert H. Swanson,  Jr., for failure to establish
                          an independent nominating committee.
                 1.2    Elect Director David S. Lee --- For
                 1.3    Elect Director Leo T. McCarthy ---
                        For
                 1.4    Elect Director Richard M. Moley ---
                        For
                 1.5    Elect Director Thomas S. Volpe ---
                        For
                 2      Ratify Auditors                       For        For


11/13/03 - A     Maxim Integrated Products, Inc.   57772K101                         09/15/03            18,360
                 *MXIM*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director James R. Bergman ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  John  F.  Gifford,  from  whom  we
                          recommend   shareholders   WITHHOLD   votes   for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director John F. Gifford ---
                        Withhold
                 1.3    Elect Director B. Kipling Hagopian
                        --- For
                 1.4    Elect Director M. D. Sampels --- For
                 1.5    Elect Director A. R. Frank Wazzan
                        --- For
                 2      Amend Stock Option Plan               For        Against
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


11/19/03 - A     Medicis Pharmaceutical Corp.      584690309                         10/10/03            10,300
                 *MRX*
                 1      Elect Directors                       For        Withhold
                 1.1    Elect Director Arthur G. Altschul,
                        Jr. --- Withhold
                          We  recommend  withholding  votes from all of the
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Audit  Committee   members
                          Philip S. Schein,  M.D.  and Arthur G.  Altschul,
                          Jr. for paying excessive non-audit fees.
                 1.2    Elect Director Philip S. Schein,
                        M.D. --- Withhold
                 2      Increase Authorized Common Stock      For        Against
                 3      Ratify Auditors                       For        Against


12/10/03 - S     Mercury Interactive Corp.         589405109                         10/31/03            18,000
                 *MERQ*
                 1      Amend Stock Option Plan               For        Against
                 2      Amend Employee Stock Purchase Plan    For        For


12/16/03 - A     Network Associates, Inc. *NET*    640938106                         11/13/03            13,900
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Amend Non-Employee Director Stock     For        Against
                        Option Plan
                 4      Amend Employee Stock Purchase Plan    For        For
                 5      Ratify Auditors                       For        For


10/29/03 - S     New York Community Bancorp,       649445103                         09/12/03            13,733
                 Inc. *NYB*
                 1      Approve Merger Agreement              For        For
                 2      Increase Authorized Common Stock      For        For


11/19/03 - A     Pall Corp. *PLL*                  696429307                         10/01/03            19,200
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Amend Restricted Stock Plan           For        For
                 4      Amend Employee Stock Purchase Plan    For        For


10/02/03 - A     Paychex, Inc. *PAYX*              704326107                         08/04/03            22,400
                 1      Elect Directors                       For        Split
                 1.1    Elect Director B. Thomas Golisano
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Joseph  M.
                          Tucci,  J.  Robert  Sebo,  G.  Thomas  Clark  and
                          insider B. Thomas  Golisano.  We  recommend  that
                          shareholders   WITHHOLD   votes  from  G.  Thomas
                          Clark,  Joseph M. Tucci,  B. Thomas  Golisano and
                          J.  Robert  Sebo  for  failure  to  establish  an
                          independent   nominating   committee   and   from
                          G.Thomas  Clark  for  standing  as an  affiliated
                          outsider  on the Audit  Committee  and  Joseph M.
                          Tucci for standing as an  affiliated  outsider on
                          the Compensation committee.
                 1.2    Elect Director Betsy S. Atkins ---
                        For
                 1.3    Elect Director G. Thomas Clark ---
                        Withhold
                 1.4    Elect Director David J. S. Flaschen
                        --- For
                 1.5    Elect Director Phillip Horsley ---
                        For
                 1.6    Elect Director Grant M. Inman ---
                        For
                 1.7    Elect Director J. Robert Sebo ---
                        Withhold
                 1.8    Elect Director Joseph M. Tucci ---
                        Withhold


11/13/03 - A     Resmed, Inc. *RMD*                761152107                         09/15/03            12,300
                 1      Elect Directors                       For        For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Approve Increase in Non-Executive     For        For
                        Director Fees
                 4      Ratify Auditors                       For        For


11/12/03 - A     SWS Group, Inc. *SWS*             78503N107                         09/24/03            11,100
                 1      Elect Directors                       For        For
                 2      Approve Restricted Stock Plan         For        For
                 3      Approve Deferred Compensation Plan    For        For
                 4      Other Business                        For        Against


10/23/03 - A     Techne Corp. *TECH*               878377100                         09/12/03             7,600
                 1      Fix Number of Directors               For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director Thomas E. Oland ---
                        For
                 2.2    Elect Director Roger C. Lucas,
                        Ph.D. --- Withhold
                          WITHHOLD  votes from Roger C.  Lucas,  Ph.D.  for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 2.3    Elect Director Howard V. O'Connell
                        --- For
                 2.4    Elect Director G. Arthur Herbert
                        --- For
                 2.5    Elect Director Randolph C. Steer,
                        M.D., Ph.D. --- For
                 2.6    Elect Director Christopher S.
                        Henney, D.Sc., Ph.D. --- For
                 2.7    Elect Director Robert V.
                        Baumgartner, C.P.A. --- For


10/27/03 - S     Teva Pharmaceutical Industries    881624209                         09/18/03            12,200
                 1      Elect G. Shalev as an External        For        For
                        Director
                 2      Approve Increase in Remuneration of   For        For
                        Directors other than the Chairman


11/13/03 - A     The Bisys Group, Inc. *BSG*       055472104                         09/19/03            25,200
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Lynn J. Mangum ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  Denis  A.  Bovin,   from  whom  we
                          recommend   shareholders   WITHHOLD   votes   for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 1.2    Elect Director Denis A. Bovin ---
                        Withhold
                 1.3    Elect Director Robert J. Casale ---
                        For
                 1.4    Elect Director Thomas A. Cooper ---
                        For
                 1.5    Elect Director Paula G. McInerney
                        --- For
                 1.6    Elect Director Thomas E. McInerney
                        --- For
                 1.7    Elect Director Joseph J. Melone ---
                        For
                 1.8    Elect Director Dennis R. Sheehan
                        --- For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Ratify Auditors                       For        For






                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT MID CAP GROWTH FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/22/04 - A     AdvancePCS                        00790K109                         02/05/04             5,400
                 1      Approve Merger Agreement              For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director T. Danny Phillips
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  Jean-Pierre  Millon  and T. Danny
                          Phillips.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Jean-Pierre  Millon and T.
                          Danny   Phillips  for  failure  to  establish  an
                          independent nominating committee.
                 2.2    Elect Director Dr. George Poste ---
                        For
                 2.3    Elect Director Jean-Pierre Millon
                        --- Withhold
                 3      Approve Omnibus Stock Plan            For        For
                 4      Amend Articles                        For        For
                 5      Ratify Auditors                       For        For
                 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.


03/05/04 - A     AmerisourceBergen Corp *ABC*      03073E105                         01/12/04             9,500
                 1      Elect Directors                       For        For


03/09/04 - A     Analog Devices, Inc. *ADI*        032654105                         01/16/04             7,500
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


01/22/04 - A     BJ Services Company *BJS*         055482103                         12/05/03            15,820
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Foreign Operations Risk     Against    Against


03/22/04 - S     Caremark Rx, Inc. *CMX*           141705103                         02/05/04            38,700
                 1      Increase Authorized Common Stock      For        For
                 2      Approve Issuance of Stock in          For        For
                        Connection with Merger Agreement
                 3      Increase Authorized Preferred Stock   For        Against
                          In this case,  management has stated that some of
                          the   shares   may  be  used   for   antitakeover
                          purposes,  namely  for the  shareholders'  rights
                          plan,  which was not  approved  by  shareholders.
                          Also,  given  that no shares of  preferred  stock
                          are  outstanding,  we do not believe the increase
                          is warranted.
                 4      Approve Omnibus Stock Plan            For        For
                 5      Allow Postponement or Adjournment     For        Against
                        of Special Meeting


03/10/04 - A     CIENA Corporation *CIEN*          171779101                         01/20/04            72,800
                 1      Elect Directors                       For        For


01/29/04 - A     D.R. Horton, Inc. *DHI*           23331A109                         12/04/03             6,600
                 1      Elect Directors                       For        For
                 2      Amend Executive Incentive Bonus Plan  For        For
                 3      Other Business                        For        Against


02/02/04 - A     Fair Isaac Inc. *FIC*             303250104                         12/05/03             4,000
                 1      Elect Directors                       For        Split
                 1.1    Elect Director A. George Battle ---
                        For
                          A  substantial  majority of the board members are
                          independent  outsiders,  and key board committees
                          have no insiders or affiliated  outsiders.  While
                          we  commend  the board for  majority  independent
                          and key board  committees,  we are taking  action
                          on  the  employment   inducement  award  plan  as
                          described   below.        Employment   Inducement
                          Award        In   November   2003,   Fair   Isaac
                          announced   that  its  board  of  directors   has
                          approved  the 2003  Employment  Inducement  Award
                          Plan.  The plan  reserves 1.5 million  shares for
                          granting   inducement  stock  options  and  other
                          awards  that  meet  the  "employment   inducement
                          award"  provisions of the NYSE's recently revised
                          listing     standards.        The      employment
                          inducement  awards  will be  administered  by the
                          independent  compensation  committee members. The
                          1.5  million  employment  inducement  shares that
                          have been reserved  represent  3.2% of the common
                          shares  outstanding  as of  record  date.  At the
                          time  of  the  press  release,  the  company  had
                          granted   169,500   stock   options   to  53  new
                          employees in connection  with its  acquisition of
                          the assets of Seurat  Company and its  affiliated
                          companies.        We  support  the  NYSE  listing
                          reforms and  applauds  its efforts to improve the
                          corporate  governance  system.  While we  support
                          the  proposed  set of rules on the whole,  one of
                          our  concerns  is the  exemption  for  inducement
                          grants.  Companies may abuse the inducement grant
                          provision  and also  use it to avoid  shareholder
                          approval.  We believe that companies should grant
                          employment  inducement  awards  sparingly and use
                          it for few specific  identified  individuals.  In
                          this case,  Fair Isaac has  allocated  the number
                          of   employment   inducement   grants   prior  to
                          identifying  the specific  recipients.  Moreover,
                          shareholders    have   not   been   allowed   the
                          opportunity  to weigh in on the  approval  of the
                          plan to reserve these 1.5 million  shares,  which
                          represents a significant  number of the company's
                          common  shares  outstanding  as of  record  date.
                                  Therefore,   we   recommend   withholding
                          votes  from the  compensation  committee  members
                          (Alex W. Hart,  Philip G. Heasley and Margaret L.
                          Taylor)  who  administer  the  company's   equity
                          plans.        We   recommend   a  vote   FOR  all
                          directors except Alex W. Hart,  Philip G. Heasley
                          and Margaret L. Taylor.
                 1.2    Elect Director Tony J. Christianson
                        --- For
                 1.3    Elect Director Thomas G. Grudnowski
                        --- For
                 1.4    Elect Director Alex W. Hart ---
                        Withhold
                 1.5    Elect Director Philip G. Heasley
                        --- Withhold
                 1.6    Elect Director Guy R. Henshaw ---
                        For
                 1.7    Elect Director David S.P. Hopkins
                        --- For
                 1.8    Elect Director Margaret L. Taylor
                        --- Withhold
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


01/15/04 - A     Family Dollar Stores, Inc.        307000109                         11/24/03            20,700
                 *FDO*
                 1      Elect Directors                       For        For
                 2      Approve Non-Employee Director Stock   For        For
                        Option Plan
                 3      Ratify Auditors                       For        For


02/17/04 - A     Health Management Associates,     421933102                         12/19/03            20,250
                 Inc. *HMA*
                 1      Elect Directors                       For        For


01/28/04 - A     Hewitt Associates, Inc. *HEW*     42822Q100                         12/01/03            19,100
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/02/04 - A     International Game Technology     459902102                         01/02/04            28,299
                 *IGT*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director G. Thomas Baker ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  Robert Miller.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from Robert  Miller for standing as an affiliated
                          outsider on the Compensation Committee.
                 1.2    Elect Director Neil Barsky --- For
                 1.3    Elect Director Robert A. Bittman
                        --- For
                 1.4    Elect Director Richard R. Burt ---
                        For
                 1.5    Elect Director Leslie S. Heisz ---
                        For
                 1.6    Elect Director Robert A. Mathewson
                        --- For
                 1.7    Elect Director Thomas J. Matthews
                        --- For
                 1.8    Elect Director Robert Miller ---
                        Withhold
                 1.9    Elect Director Frederick B.
                        Rentschler --- For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


01/26/04 - S     International Rectifier Corp.     460254105                         12/19/03             6,900
                 *IRF*
                 1      Increase Authorized Common Stock      For        For


01/13/04 - A     Jabil Circuit, Inc. *JBL*         466313103                         11/14/03            37,200
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Ratify Auditors                       For        For


02/10/04 - A     Jacobs Engineering Group Inc.     469814107                         01/05/04             8,400
                 *JEC*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/30/04 - A     Lennar Corp. *LEN*                526057104                         02/05/04             7,200
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Irving Bolotin ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception   of  Irving   Bolotin   from  whom  we
                          recommend  that  shareholders  WITHHOLD votes for
                          standing as an affiliated  outsider on the Audit,
                          Compensation, and Nominating committees.
                 1.2    Elect Director R. Kirk Landon ---
                        For
                 1.3    Elect Director Donna E. Shalala ---
                        For
                 2      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


02/10/04 - S     Mid Atlantic Medical Services,    59523C107                         01/15/04             5,700
                 Inc.
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


02/17/04 - A     Navistar International Corp.      63934E108                         01/05/04             3,480
                 *NAV*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Michael N. Hammes
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director James H. Keyes ---
                        For
                 1.3    Elect Director Southwood J. Morcott
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For
                          The  total  cost of the  company's  plans of 7.37
                          percent  is  within  the  allowable  cap for this
                          company of 8.46 percent. Additionally,  this plan
                          expressly forbids repricing.


03/05/04 - A     NetScreen Technologies, Inc.      64117V107                         01/15/04            13,700
                 *NSCN*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/25/04 - A     PeopleSoft, Inc. *PSFT*           712713106                         02/10/04            22,500
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Expense Stock Options                 Against    For


03/24/04 - A     Photronics, Inc. *PLAB*           719405102                         02/12/04            24,100
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For


02/04/04 - A     Rockwell Automation Inc *ROK*     773903109                         12/08/03             5,900
                 A.1    Elect Director Don H. Davis, Jr.      For        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of William H. Gray,  III. We recommend
                          that shareholders  WITHHOLD votes from William H.
                          Gray, III for sitting on more than six boards.
                 A.2    Elect Director William H. Gray, III   For        For
                 A.3    Elect Director William T.             For        For
                        McCormick, Jr.
                 A.4    Elect Director Keith D. Nosbusch      For        For
                 B      Ratify Auditors                       For        For
                 C      Amend Omnibus Stock Plan              For        For


03/30/04 - A     Skyworks Solutions, Inc. *SWKS*   83088M102                         01/30/04            64,300
                 1      Elect Directors                       For        For
                 1.1    Elect Director Kevin L. Beebe ---
                        For
                 1.2    Elect Director Timothy R. Furey ---
                        For
                 1.3    Elect Director David J. Mclachlan
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


01/21/04 - A     Sonic Corp. *SONC*                835451105                         11/28/03            20,200
                 1      Elect Directors                       For        For
                 2      Other Business                        For        Against


03/30/04 - A     Starbucks Corp. *SBUX*            855244109                         01/26/04            19,300
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


02/19/04 - A     Varian Medical Systems Inc        92220P105                         12/22/03            12,400
                 *VAR*
                 1      Elect Directors                       For        For
                 1.1    Elect Director John Seely Brown ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of Terry R.  Lautenbach.  We recommend
                          that  shareholders   WITHHOLD  votes  from  Audit
                          Committee  member Terry R.  Lautenbach for paying
                          excessive non-audit fees.
                 1.2    Elect Director Samuel Hellman ---
                        For
                 1.3    Elect Director Terry R. Lautenbach
                        --- 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.


03/22/04 - A     Whole Foods Market, Inc. *WFMI*   966837106                         01/22/04             3,200
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For
                 4      Submit Shareholder Rights Plan        Against    For
                        (Poison Pill) to Shareholder Vote





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT MID CAP GROWTH FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

06/24/04 - A     A.G. Edwards, Inc. *AGE*         281760108                          05/03/04            13,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Abercrombie & Fitch Co. *ANF*    002896207                          03/26/04            23,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John A. Golden ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  insider  Seth  R.   Johnson.   We
                          recommend that shareholders  WITHHOLD votes from
                          Seth R.  Johnson  for  failure  to  establish  a
                          majority independent board.
                 1.2   Elect Director Seth R. Johnson ---
                       Withhold
                 1.3   Elect Director Edward F. Limato ---
                       For


04/28/04 - A     Adobe Systems Inc. *ADBE*        00724F101                          03/03/04            30,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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.
                 4     Adopt a Plocy that will Committ       Against    For                    ShrHoldr
                       Executives to Hold a Significant
                       Percentage of their Shares
                          In  this  case,  although  the  company  has the
                          holding period  requirement of 25 percent of the
                          net  shares  for two  years,  it does not appear
                          that the executives have significant  holding of
                          outright  shares.  Per the company's 2004 proxy,
                          most of executives'  beneficial  stock ownership
                          is in the form of options.
                 5     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     ADTRAN, Inc. *ADTN*              00738A106                          03/01/04             6,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Advance Auto Parts Inc *AAP*     00751Y106                          03/30/04            12,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Advanced Fibre Communications,   00754A105                          03/23/04            29,300
                 Inc. *AFCI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Advent Software, Inc. *ADVS*     007974108                          03/17/04            30,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        Against                Mgmt
                       Omnibus Stock Plan
                          The total cost of the  company's  plans of 24.50
                          percent  is  above  the  allowable  cap for this
                          company of 19.88 percent.
                 3     Amend Stock Option Plan               For        Against                Mgmt
                          The total cost of the  company's  plans of 23.63
                          percent  is  above  the  allowable  cap for this
                          company  of  19.88  percent.  Additionally,  the
                          plan  allows   repricing  of  underwater   stock
                          options without shareholder  approval,  which we
                          believe  reduces  the  incentive  value  of  the
                          plan.  Equity grants including stock options and
                          restricted stock to top five named
                 4     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     Aetna Inc. *AET*                 00817Y108                          02/27/04             4,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Betsy Z. Cohen ---
                       For
                 1.2   Elect Director Barbara Hackman
                       Franklin --- For
                 1.3   Elect Director Jeffrey E. Garten
                       --- For
                 1.4   Elect Director Earl G. Graves ---
                       For
                 1.5   Elect Director Gerald Greenwald ---
                       For
                 1.6   Elect Director Ellen M. Hancock ---
                       For
                 1.7   Elect Director Michael H. Jordan
                       --- For
                 1.8   Elect Director Jack D. Kuehler ---
                       For
                 1.9   Elect Director Edward J. Ludwig ---
                       For
                 1.10  Elect Director Joseph P. Newhouse
                       --- For
                 1.11  Elect Director Judith Rodin --- For
                 1.12  Elect Director John W. Rowe, M.D.
                       --- For
                 1.13  Elect Director Ronald A. Williams
                       --- For
                 1.14  Elect Director R. David Yost --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  believe  that  the  Compensation  Committee,
                          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,
                          we believe this proposal is too restrictive,  as
                          it  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.


04/28/04 - A     Allergan, Inc. *AGN*             018490102                          03/08/04             5,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Handel E. Evans ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Gavin  S.
                          Herbert,  from  whom we  recommend  shareholders
                          WITHHOLD  votes for  standing  as an  affiliated
                          outsider on the Audit Committee.
                 1.2   Elect Director Michael R. Gallagher
                       --- For
                 1.3   Elect Director Gavin S. Herbert ---
                       Withhold
                 1.4   Elect Director Stephen J. Ryan ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


06/08/04 - A     ALLIANCE DATA SYSTEMS CORP       018581108                          04/14/04             8,500
                 *ADS*
                 1     Elect Directors                       For        For                    Mgmt


05/21/04 - A     Allied Waste Industries, Inc.    019589308                          03/31/04            46,800
                 *AW*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Thomas H. Van
                       Weelden --- For
                 1.2   Elect Director Robert M. Agate ---
                       For
                 1.3   Elect Director Leon D. Black --- For
                 1.4   Elect Director James W. Crownover
                       --- For
                 1.5   Elect Director Michael S. Gross ---
                       For
                 1.6   Elect Director Dennis R. Hendrix
                       --- For
                 1.7   Elect Director J. Tomilson Hill ---
                       For
                 1.8   Elect Director Lawrence V. Jackson
                       --- For
                 1.9   Elect Director Nolan Lehmann --- For
                 1.10  Elect Director Howard A. Lipson ---
                       For
                 1.11  Elect Director Antony P. Ressler
                       --- For
                 1.12  Elect Director Warren B. Rudman ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 4     Report on Privatization               Against    Against                ShrHoldr
                          We  believe  that  the  requested  report  would
                          impose  an  unnecessary   cost  to  the  company
                          without  providing  a  corresponding  benefit to
                          shareholders.


05/11/04 - A     Altera Corp. *ALTR*              021441100                          03/16/04            22,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John P. Daane --- For
                 1.2   Elect Director Robert W. Reed ---
                       For
                 1.3   Elect Director Charles M. Clough
                       --- For
                 1.4   Elect Director Robert J. Finocchio
                       Jr --- For
                 1.5   Elect Director Kevin Mcgarity ---
                       For
                 1.6   Elect Director Paul Newhagen --- For
                 1.7   Elect Director William E. Terry ---
                       For
                 1.8   Elect Director Susan Wang --- For
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Approve Option Expensing              Against    For                    ShrHoldr
                          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.  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.


05/04/04 - A     Ambac Financial Group, Inc.      023139108                          03/09/04             6,050
                 *ABK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     American Power Conversion        029066107                          04/14/04            15,900
                 Corp. *APCC*
                 1     Fix Number of Directors               For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Rodger B. Dowdell,
                       Jr. --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Rodger B. Dowdell,  Jr.,
                          Emanuel E.  Landsman and Neil E.  Rasmussen  and
                          affiliated  outsider Ervin F. Lyon. We recommend
                          that shareholders  WITHHOLD votes from Rodger B.
                          Dowdell,  Jr.,  Emanuel E.  Landsman and Neil E.
                          Rasmussen  for  failure to  establish a majority
                          independent   board.   We  also  recommend  that
                          shareholders  WITHHOLD  votes from Ervin F. Lyon
                          for  standing as an  affiliated  outsider on the
                          Audit,  Compensation  and Nominating  committees
                          and  for   failure  to   establish   a  majority
                          independent board.
                 2.2   Elect Director Emanuel E. Landsman
                       --- Withhold
                 2.3   Elect Director Neil E. Rasmussen
                       --- Withhold
                 2.4   Elect Director Ervin F. Lyon ---
                       Withhold
                 2.5   Elect Director James D. Gerson ---
                       For
                 2.6   Elect Director John G. Kassakian
                       --- For
                 2.7   Elect Director John F. Keane, Sr.
                       --- For
                 2.8   Elect Director Ellen B. Richstone
                       --- For
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     American Standard Companies,     029712106                          03/10/04             7,600
                 Inc. *ASD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     American Tower Corp. *AMT*       029912201                          03/30/04            21,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Raymond P. Dolan ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider   Fred  R.
                          Lummis. We recommend that shareholders  WITHHOLD
                          votes  from Fred R.  Lummis for  standing  as an
                          affiliated outsider on the Audit Committee.
                 1.2   Elect Director Carolyn F. Katz ---
                       For
                 1.3   Elect Director Fred R. Lummis ---
                       Withhold
                 1.4   Elect Director Pamela D.A. Reeve
                       --- For
                 1.5   Elect Director James D. Taiclet,
                       Jr. --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Amphenol Corp. *APH*             032095101                          03/29/04             6,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/17/04 - A     Anthem Inc. *ATH*                03674B104                          03/19/04             9,003
                 1     Elect Directors                       For        For                    Mgmt


06/28/04 - S     Anthem Inc. *ATH*                03674B104                          05/10/04             9,003
                 1     Issue Shares in Connection with an    For        For                    Mgmt
                       Acquisition
                 2     Change Company Name                   For        For                    Mgmt


05/06/04 - A     Apache Corp. *APA*               037411105                          03/17/04             8,520
                 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    Against                ShrHoldr


04/22/04 - A     Apple Computer, Inc. *AAPL*      037833100                          02/24/04            28,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr


05/13/04 - A     Applebee's International, Inc.   037899101                          03/15/04            17,100
                 *APPB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms


05/18/04 - A     Arthur J. Gallagher & Co.        363576109                          03/22/04            17,900
                 *AJG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Autoliv Inc. *ALV*               052800109                          03/02/04             3,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     BANK OF HAWAII CORP *BOH*        062540109                          03/01/04            13,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/11/04 - A     BEA Systems, Inc. *BEAS*         073325102                          04/30/04            30,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dean O. Morton ---
                       Withhold
                          We   recommend  a  vote  FOR  George  Reyes  but
                          WITHHOLD  votes from  independent  outsider Dean
                          O.  Morton.   We  recommend  that   shareholders
                          WITHHOLD votes from Audit Committee  member Dean
                          O. Morton for paying excessive non-audit fees.
                 1.2   Elect Director George Reyes --- For
                 2     Ratify Auditors                       For        Against                Mgmt
                          In this  case,  75.67  percent of the total fees
                          paid  to  the   auditor   is   attributable   to
                          non-audit  work.  This notably  disproportionate
                          fee arrangement could  significantly  impair the
                          auditor's independence.


06/24/04 - A     Best Buy Co., Inc. *BBY*         086516101                          04/26/04             3,950
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


06/16/04 - A     BIOGEN IDEC INC *BIIB*           09062X103                          04/20/04            17,170
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Boston Scientific Corp. *BSX*    101137107                          03/19/04             5,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Broadcom Corp. *BRCM*            111320107                          03/05/04            14,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 63.26
                          percent  is  above  the  allowable  cap for this
                          company  of 12.40  percent.  Additionally,  this
                          company  has  repriced  stock  options   without
                          shareholder  approval  in  the  past.  The  plan
                          allows  repricing of  underwater  stock  options
                          without shareholder  approval,  which we believe
                          reduces the incentive value of the plan.
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Brunswick Corp. *BC*             117043109                          03/02/04             6,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     C. R. Bard, Inc. *BCR*           067383109                          03/01/04             3,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     C.H. Robinson Worldwide, Inc.    12541W100                          03/22/04            21,200
                 *CHRW*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/03/04 - A     Caliper Life Sciences Inc.       130872104                          04/13/04            39,800
                 *CALP*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Calpine Corp. *CPN*              131347106                          03/29/04            11,656
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Ann B. Curtis ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes  from   independent   outsiders
                          Gerald  Greenwald,  Kenneth T. Derr, and insider
                          Ann B.  Curtis  for  failure  to  implement  the
                          proposal to submit the company's  poison pill to
                          a shareholder vote.
                 1.2   Elect Director Kenneth T. Derr ---
                       Withhold
                 1.3   Elect Director Gerald Greenwald ---
                       Withhold
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Implement Indigenous Peoples Right    Against    Against                ShrHoldr
                       Policy/ Cease Medicine Lake
                       Development
                          We  generally  support  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.  In  this
                          case,  we note that the  proponents  go beyond a
                          request  for  increased   transparency   or  the
                          creation of a formal  policy to request that the
                          company  cease its  operations  in a  particular
                          region.  While we  believe  that the  intent  of
                          this  proposal  raises  certain  valid  concerns
                          regarding the  company's  position on indigenous
                          peoples  rights,  we also note that  Calpine has
                          other  operations in  indigenous  land that have
                          demonstrated a degree of successful  interaction
                          with  Native  American  groups.   Further,   the
                          company  has  received  authorization  from  the
                          appropriate  organizations to pursue development
                          in the  Medicine  Lake  Highland  region and the
                          company   believes   that   the    opportunities
                          presented  in  this  region  could  prove  to be
                          valuable  assets  for  the  company.   Moreover,
                          federal   courts    summarily    dismissed   the
                          litigation    referenced   by   the   proponent.
                          Therefore,  we agree  with the  proponents  that
                          Calpine  could  benefit from the  formation of a
                          policy  on   indigenous   peoples'   rights  and
                          increased   disclosure  on  its   operations  in
                          Native   American   territories;   however,   we
                          believe that  requesting  complete  cessation of
                          operations   or    consideration    of   further
                          development   in  a  region   that  may  provide
                          valuable  resources  to the  company  is  unduly
                          restrictive,  and better  left to a decision  by
                          Calpine's  management  after careful review.  As
                          such,  we  do  not  recommend  support  for  the
                          proposal at this time.
                 6     Limit Awards to Executives            Against    Against                ShrHoldr
                          In this  case,  the  company  awards  long-term,
                          equity-based  incentive  awards  in the  form of
                          options  with an  exercise  price  equal  to the
                          market  price  of the  stock  on the  day of the
                          grant  and with a  four-year  vesting  schedule.
                          The  company  does not  issue  performance-based
                          restricted  shares.  Also,  the company does not
                          have a  holding  period or  executive  ownership
                          requirement.  While  we  do  like  some  of  the
                          elements  of  the  restricted   stock  proposal,
                          including  granting of restricted stock based on
                          achievement    of    justifiable     operational
                          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.
                 7     Include Voting Recommendations of     Against    Against                ShrHoldr
                       Institutional Holders in Proxy
                       Statement
                          We concur with the  company's  argument that the
                          resolution  could be expensive and unfeasible to
                          administer.     Such    additional     corporate
                          expenditures    would   be   hard   to   justify
                          considering  that  proxy  analyses  are  already
                          available  to  the  public  from  a  variety  of
                          vendors   and   on   the   web   from    certain
                          institutional  investors. The decision to follow
                          another institutional investor's  recommendation
                          is best left with the individual shareholder.
                 8     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Capital One Financial Corp.      14040H105                          02/29/04             2,800
                 *COF*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/21/04 - A     Career Education Corp. *CECO*    141665109                          03/23/04            16,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Caremark Rx, Inc. *CMX*          141705103                          04/01/04            46,394
                 1     Elect Directors                       For        For                    Mgmt


06/29/04 - A     CARMAX INC *KMX*                 143130102                          04/30/04             6,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/20/04 - A     CDW Corp. *CDWC*                 12512N105                          04/01/04            17,700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michelle L. Collins
                       --- For
                 1.2   Elect Director Casey G. Cowell ---
                       For
                 1.3   Elect Director John A. Edwardson
                       --- For
                 1.4   Elect Director Daniel S. Goldin ---
                       For
                 1.5   Elect Director Donald P. Jacobs ---
                       For
                 1.6   Elect Director Michael P. Krasny
                       --- For
                 1.7   Elect Director Terry L. Lengfelder
                       --- For
                 1.8   Elect Director Susan D. Wellington
                       --- For
                 1.9   Elect Director Brian E. Williams
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director         For        Against                Mgmt
                       Omnibus Stock Plan
                          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 11.53  percent is above the allowable cap for
                          this company of 10.16 percent.


05/12/04 - A     Ceridian Corporation *CEN*       156779100                          03/16/04            11,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


04/21/04 - A     Chicago Mercantile Exchange      167760107                          02/25/04             3,100
                 Holdings, Inc. *CME*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dennis H.
                       Chookaszian --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions of affiliated  outsiders Leo Melamed,
                          William R.  Shepard  and Martin J.  Gepsman  and
                          independent   outsider  Myron  S.  Scholes.   We
                          recommend that shareholders  WITHHOLD votes from
                          Leo Melamed for failure to  establish a majority
                          independent   board.   We  also  recommend  that
                          shareholders  WITHHOLD  votes  from  William  R.
                          Shepard and Martin J.  Gepsman  for  standing as
                          affiliated   outsiders   on   the   Compensation
                          Committee   and  for  failure  to   establish  a
                          majority    independent   board.    Lastly,   we
                          recommend that shareholders  WITHHOLD votes from
                          Myron S. Scholes for poor attendance.
                 1.2   Elect Director Martin J. Gepsman
                       --- For
                 1.3   Elect Director Elizabeth Harrington
                       --- For
                 1.4   Elect Director Leo Melamed --- For
                 1.5   Elect Director Alex J. Pollock ---
                       For
                 1.6   Elect Director Myron S. Scholes ---
                       Withhold
                 1.7   Elect Director William R. Shepard
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


06/22/04 - A     Chico's FAS, Inc. *CHS*          168615102                          04/26/04            23,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Helene B. Gralnick
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  Scott A.  Edmonds  and
                          Helene   B.   Granick.    We   recommend    that
                          shareholders   WITHHOLD   votes  from  Scott  A.
                          Edmonds  and Helene B.  Granick  for  failure to
                          establish a majority independent board.
                 1.2   Elect Director Verna K. Gibson ---
                       For
                 1.3   Elect Director Betsy S. Atkins ---
                       For
                 1.4   Elect Director Scott A. Edmonds ---
                       Withhold
                 2     Change Range for Size of the Board    For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     ChoicePoint Inc. *CPS*           170388102                          03/10/04            10,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Deferred Compensation Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Citrix Systems, Inc. *CTXS*      177376100                          03/15/04            20,400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Mark B. Templeton
                       --- For
                 1.2   Elect Director Kevin R. Compton ---
                       For
                 1.3   Elect Director Stephen M. Dow ---
                       For
                 2     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


05/26/04 - A     Cognizant Technology Solutions   192446102                          04/13/04            12,138
                 Corp. *CTSH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                       and Eliminate Class of Common Stock
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 15.89  percent is above the allowable cap for
                          this company of 12.74 percent.
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


06/23/04 - A/S   Cognos Inc. *CSN.*               19244C109                          04/26/04             8,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Ernst & Young LLP as Auditors  For        For                    Mgmt
                 3     Amend 2003 - 2008 Stock Option Plan   For        For                    Mgmt
                 4     Eliminate Class of Preferred Stock    For        For                    Mgmt


05/25/04 - A     Community Health Systems, Inc.   203668108                          03/31/04            15,200
                 *CYH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


06/15/04 - A     Comverse Technology, Inc.        205862402                          04/27/04            22,400
                 *CMVT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Cooper Cameron Corp. *CAM*       216640102                          03/15/04             5,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Prepare Sustainability Report         Against    Against                ShrHoldr


04/29/04 - A     Corning Inc. *GLW*               219350105                          03/01/04            27,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeremy R. Knowles
                       --- For
                 1.2   Elect Director Eugene C. Sit --- For
                 1.3   Elect Director William D. Smithburg
                       --- For
                 1.4   Elect Director Hansel E. Tookes II
                       --- For
                 1.5   Elect Director Wendell P. Weeks ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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  other
                          companies.  Accordingly,  we  believe  that this
                          proposal warrants shareholder support.


06/16/04 - A     Countrywide Financial Corp.      222372104                          04/19/04             3,300
                 *CFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


06/03/04 - A     Coventry Health Care Inc.        222862104                          04/05/04            12,650
                 *CVH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Cox Radio, Inc. *CXR*            224051102                          03/15/04             8,801
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Juanita P. Baranco
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Nicholas D.
                          Trigony,  and insiders  Robert F. Neil,  Marc W.
                          Morgan,  James C. Kennedy,  Richard A. Ferguson,
                          and  G.  Dennis   Berry.   We   recommend   that
                          shareholders  WITHHOLD  votes from  Nicholas  D.
                          Trigony for standing as an  affiliated  outsider
                          on the Audit and  Compensation  committees,  for
                          failure to establish an  independent  nominating
                          committee,   and  for  failure  to  establish  a
                          majority  independent  board.  We also recommend
                          that shareholders  WITHHOLD votes from Robert F.
                          Neil, Marc W. Morgan, James C. Kennedy,  Richard
                          A. Ferguson,  and G. Dennis Berry for failure to
                          establish an  independent  nominating  committee
                          and  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director G. Dennis Berry ---
                       Withhold
                 1.3   Elect Director Richard A. Ferguson
                       --- Withhold
                 1.4   Elect Director Paul M. Hughes ---
                       For
                 1.5   Elect Director James C. Kennedy ---
                       Withhold
                 1.6   Elect Director Marc W. Morgan ---
                       Withhold
                 1.7   Elect Director Robert F. Neil ---
                       Withhold
                 1.8   Elect Director Nicholas D. Trigony
                       --- Withhold
                 2     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/26/04 - A     Crown Castle International       228227104                          04/01/04            21,400
                 Corp. *CCI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Randall A. Hack ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Edward  C.
                          Hutcheson,  Jr. We recommend  that  shareholders
                          WITHHOLD  votes from  Edward C.  Hutcheson,  Jr.
                          for  standing as an  affiliated  outsider on the
                          Nominating Committee.
                 1.2   Elect Director Edward C. Hutcheson,
                       Jr. --- Withhold
                 1.3   Elect Director J. Landis Martin ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Implement MacBride Principles         Against    Against                ShrHoldr
                          In the case of Crown  Castle,  we note  that the
                          company  does not appear to provide any detailed
                          information on its corporate  website  regarding
                          its code of  conduct or  international  business
                          standards.  That  said;  we  further  note  that
                          there have been no recent,  specific allegations
                          of  discrimination  filed  against the  company.
                          Therefore,  while we recommend that Crown Castle
                          take  steps to  increase  disclosure  on certain
                          policies that relate to workplace  human rights,
                          we do not  believe  that  specifically  adopting
                          the MacBride  Principles  is necessary  based on
                          the  lack of  controversy  associated  with  the
                          company's  operations  in Northern  Ireland.  As
                          such,  we do not recommend  shareholder  support
                          for the resolution at this time.


04/19/04 - A     Cypress Semiconductor Corp.      232806109                          03/01/04            16,100
                 *CY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total  cost of the plan of 29.96  percent is
                          above  the  allowable  cap for this  company  of
                          12.74 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Cytyc Corporation *CYTC*         232946103                          04/05/04            38,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Danaher Corp. *DHR*              235851102                          03/10/04             6,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Develop Charter Language on Board     Against    Abstain                ShrHoldr
                       Diversity


05/18/04 - A     Dean Foods Company *DF*          242370104                          03/26/04             7,400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Alan J. Bernon ---
                       For
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from Ronald Kirk for standing as
                          an   affiliated   outsider  on  the   Nominating
                          Committee   and  for   failing   to   remove   a
                          dead-hand,  slow-hand, or similar feature in the
                          company's  poison pill. We also  recommend  that
                          shareholders  WITHHOLD votes from insiders Gregg
                          L. Engles and Alan J.  Bernon,  and  independent
                          outsiders  Joseph  S.  Hardin,  Jr.  and John S.
                          Llewellyn,   Jr.   for   failing   to  remove  a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill.
                 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


05/10/04 - A     Dentsply International, Inc.     249030107                          03/25/04             6,800
                 *XRAY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Dollar General Corp. *DG*        256669102                          03/22/04            13,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/17/04 - A     Dollar Tree Stores, Inc.         256747106                          04/23/04            21,680
                 *DLTR*
                 1     Change Range for Size of the Board    For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


04/21/04 - A     Doral Financial Corp. *DRL*      25811P100                          03/12/04            10,175
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Increase Authorized Preferred Stock   For        Against                Mgmt
                          The requested  increase of 30,000,000 shares, is
                          above  the  allowable  threshold  of  22,000,000
                          shares.
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


06/07/04 - A     DoubleClick Inc. *DCLK*          258609304                          04/19/04             8,744
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     E*Trade Group, Inc. *ET*         269246104                          04/05/04             9,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     E.W. Scripps Co. (The) *SSP*     811054204                          02/10/04             3,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David A. Galloway
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception   of   Nicholas  B.   Paumgarten.   We
                          recommend that shareholders  WITHHOLD votes from
                          Nicholas  B.   Paumgarten  for  standing  as  an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Nicholas B.
                       Paumgarten --- Withhold
                 1.3   Elect Director Ronald W. Tysoe ---
                       For
                 1.4   Elect Director Julie A. Wrigley ---
                       For


05/06/04 - A     Echostar Communications Corp.    278762109                          03/22/04             8,700
                 *DISH*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael T. Dugan ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  David  K.   Moskowitz,
                          Charles W. Ergen,  Cantey Ergen, James DeFranco,
                          and  Michael  T.  Dugan.   We   recommend   that
                          shareholders  WITHHOLD votes from insiders David
                          K.  Moskowitz,  Charles W. Ergen,  Cantey Ergen,
                          James   DeFranco,   and  Michael  T.  Dugan  for
                          failure to establish an  independent  nominating
                          committee  and for  failure  to have a  majority
                          independent board.
                 1.2   Elect Director James Defranco ---
                       Withhold
                 1.3   Elect Director Cantey Ergen ---
                       Withhold
                 1.4   Elect Director Charles W. Ergen ---
                       Withhold
                 1.5   Elect Director Raymond L. Friedlob
                       --- For
                 1.6   Elect Director Steven R. Goodbarn
                       --- For
                 1.7   Elect Director David K. Moskowitz
                       --- Withhold
                 1.8   Elect Director C. Michael Schroeder
                       --- 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.


05/07/04 - A     Ecolab, Inc. *ECL*               278865100                          03/16/04            20,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     EMC Corp. *EMC*                  268648102                          03/08/04            40,165
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


05/11/04 - A     Ensco International, Inc.        26874Q100                          03/15/04            26,900
                 *ESV*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- Withhold
                          We recommend that  shareholders vote FOR Rita M.
                          Rodriguez but WITHHOLD  votes from all the other
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from   Compensation   Committee
                          members David M.  Carmichael and Thomas L. Kelly
                          II for  not  aligning  CEO's  compensation  with
                          shareholders interests.
                 1.2   Elect Director Thomas L. Kelly II
                       --- Withhold
                 1.3   Elect Director Rita M. Rodriguez
                       --- For


05/13/04 - A     Entercom Communications Corp.    293639100                          03/19/04             7,800
                 *ETM*
                 1     Elect Directors                       For        For                    Mgmt


05/04/04 - A     EOG Resources, Inc. *EOG*        26875P101                          03/08/04            15,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director George A. Alcorn ---
                       For
                 1.2   Elect Director Charles R. Crisp ---
                       For
                 1.3   Elect Director Mark G. Papa --- For
                 1.4   Elect Director Edmund P. Segner,
                       III --- For
                 1.5   Elect Director Donald F. Textor ---
                       For
                 1.6   Elect Director Frank G. Wisner ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/14/04 - A     Equitable Resources, Inc.        294549100                          02/17/04            11,500
                 *EQT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Expeditors International Of      302130109                          03/10/04            11,820
                 Washington, Inc. *EXPD*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Peter J. Rose ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of insiders R. Jordan  Gates,  James
                          L.K. Wang and Peter J. Rose.  We recommend  that
                          shareholders   WITHHOLD  votes  from  R.  Jordan
                          Gates,  James  L.K.  Wang and  Peter J. Rose for
                          poor   disclosure   of   the   members   of  the
                          nominating committee.
                 1.2   Elect Director James L.K. Wang ---
                       Withhold
                 1.3   Elect Director R. Jordan Gates ---
                       Withhold
                 1.4   Elect Director James J. Casey ---
                       For
                 1.5   Elect Director Dan P. Kourkoumelis
                       --- For
                 1.6   Elect Director Michael J. Malone
                       --- For
                 1.7   Elect Director John W. Meisenbach
                       --- For


05/04/04 - A     Fairchild Semiconductor          303726103                          03/10/04            18,000
                 International, Inc. *FCS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/06/04 - A     Fiserv, Inc. *FISV*              337738108                          02/13/04            14,550
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


06/28/04 - A     Fisher Scientific                338032204                          05/14/04            17,900
                 International Inc. *FSH*
                 1     Issue Shares in Connection with an    For        For                    Mgmt
                       Acquisition
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Michael D. Dingman
                       --- For
                 2.2   Elect Director Charles A. Sanders
                       M.D. --- For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adjourn Meeting                       For        Against                Mgmt
                          In this case,  shareholders  already have enough
                          information to make their vote  decisions.  Once
                          their   votes  have  been  cast,   there  is  no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


04/28/04 - A     Fluor Corp. *FLR*                343412102                          03/03/04            13,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James T. Hackett ---
                       Withhold
                          We  recommend a vote FOR Kent Kresa but WITHHOLD
                          votes from all the other nominees.  We recommend
                          that shareholders  WITHHOLD votes from Martha R.
                          Seger,  Robin W.  Renwick,  and James T. Hackett
                          for failure to  implement  the option  expensing
                          proposal.
                 1.2   Elect Director Kent Kresa --- For
                 1.3   Elect Director Robin W. Renwick ---
                       Withhold
                 1.4   Elect Director Martha R. Seger ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Non-Employee Director           For        For                    Mgmt
                       Restricted Stock Plan


04/21/04 - A     FMC Technologies, Inc. *FTI*     30249U101                          02/27/04             5,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Asbjorn Larsen ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   James  R.
                          Thompson.   We   recommend   that   shareholders
                          WITHHOLD   votes  from  James  R.  Thompson  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation   and   Nominating   &   Governance
                          committees.
                 1.2   Elect Director Joseph H. Netherland
                       --- For
                 1.3   Elect Director James R. Thompson
                       --- For


06/01/04 - A     Foundry Networks, Inc. *FDRY*    35063R100                          04/09/04            16,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Bobby R. Johnson,
                       Jr. --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  J.  Steven
                          Young. We recommend that  shareholders  WITHHOLD
                          votes from J. Steven Young for poor attendance.
                 1.2   Elect Director Andrew K. Ludwick
                       --- For
                 1.3   Elect Director Alfred J. Amoroso
                       --- For
                 1.4   Elect Director C. Nicholas Keating,
                       Jr. --- For
                 1.5   Elect Director J. Steven Young ---
                       Withhold
                 1.6   Elect Director Alan L. Earhart ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Freeport-McMoRan Copper & Gold   35671D857                          03/12/04             7,000
                 Inc. *FCX*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert J. Allison,
                       Jr. --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of R. Leigh  Clifford.  We  recommend
                          that  shareholders  WITHHOLD votes from R. Leigh
                          Clifford for poor attendance.
                 1.2   Elect Director R. Leigh Clifford
                       --- Withhold
                 1.3   Elect Director James R. Moffett ---
                       For
                 1.4   Elect Director B. M. Rankin, Jr.
                       --- For
                 1.5   Elect Director J. Taylor Wharton
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Halt Payments to Indonesian Military  Against    Against                ShrHoldr


06/03/04 - A     Gemstar - TV Guide               36866W106                          04/09/04            52,800
                 International, Inc. *GMST*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/28/04 - A     Gen-Probe, Inc. *GPRO*           36866T103                          04/15/04             8,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Gentex Corp. *GNTX*              371901109                          03/19/04            28,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Genzyme Corp. *GENZ*             372917104                          03/31/04             8,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Douglas A.
                       Berthiaume --- For
                 1.2   Elect Director Henry E. Blair ---
                       For
                 1.3   Elect Director Gail K. Boudreaux
                       --- For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Increase Authorized Preferred Stock   For        Against                Mgmt
                          In  this  case,   management  has   specifically
                          stated   that  the   shares   will  be  used  in
                          connection  with the poison  pill.  We recommend
                          shareholders   vote   AGAINST   proposals   that
                          increase   authorized   common   stock  for  the
                          explicit  purpose of implementing a rights plan,
                          especially  if the plan has not been approved by
                          shareholders  and  includes  a  trigger  of less
                          than 20 percent.
                 6     Ratify Auditors                       For        For                    Mgmt
                 7     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  Compensation
                          Committee   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,  we believe this proposal
                          is too  restrictive,  as it would  limit  equity
                          awards  to  time-based   restricted  shares.  As
                          such,  this  item does not  warrant  shareholder
                          approval.


05/17/04 - A     Getty Images, Inc. *GYI*         374276103                          03/19/04            10,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Gilead Sciences, Inc. *GILD*     375558103                          04/05/04            12,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Increase Authorized Common Stock      For        For                    Mgmt


05/18/04 - A     Guidant Corp. *GDT*              401698105                          03/11/04             3,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Maurice A. Cox, Jr.
                       --- For
                 1.2   Elect Director Nancy-Ann Min
                       DeParle --- For
                 1.3   Elect Director Ronald W. Dollens
                       --- For
                 1.4   Elect Director Enrique C. Falla ---
                       For
                 1.5   Elect Director Kristina M. Johnson,
                       Ph.D. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


04/29/04 - A     Harrah's Entertainment, Inc.     413619107                          03/01/04             4,600
                 *HET*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/25/04 - A     Henry Schein, Inc. *HSIC*        806407102                          04/15/04             3,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Stanley M. Bergman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception of Pamela  Joseph.  We recommend  that
                          shareholders  WITHHOLD  votes from Pamela Joseph
                          for poor attendance.
                 1.2   Elect Director Gerald A. Benjamin
                       --- For
                 1.3   Elect Director James P. Breslawski
                       --- For
                 1.4   Elect Director Mark E. Mlotek ---
                       For
                 1.5   Elect Director Steven Paladino ---
                       For
                 1.6   Elect Director Barry J. Alperin ---
                       For
                 1.7   Elect Director Pamela Joseph ---
                       Withhold
                 1.8   Elect Director Donald J. Kabat ---
                       For
                 1.9   Elect Director Marvin H. Schein ---
                       For
                 1.10  Elect Director Irving Shafran ---
                       For
                 1.11  Elect Director Philip A. Laskawy
                       --- For
                 1.12  Elect Director Norman S. Matthews
                       --- For
                 1.13  Elect Director Louis W. Sullivan
                       --- For
                 1.14  Elect Director Margaret A. Hamburg
                       --- For
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Hercules Inc. *HPC*              427056106                          03/22/04            40,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles to Elect Directors     For        For                    Mgmt
                       by Plurality Vote
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Articles to Provide             For        For                    Mgmt
                       Shareholders with Right to Act by
                       Written Consent and Call Special
                       Meetings


05/27/04 - A     Hilton Hotels Corp. *HLT*        432848109                          03/29/04            13,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director A. Steven Crown ---
                       For
                 1.2   Elect Director David Michels --- For
                 1.3   Elect Director John H. Myers --- For
                 1.4   Elect Director Donna F. Tuttle ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Incentive Bonus Plan          For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Currently,  according  to our  definitions,  the
                          board consists of two insiders,  four affiliated
                          outsiders,   and  seven  independent  outsiders.
                          Thus,   insiders   and   affiliated    outsiders
                          constitute  46  percent of the board  seats.  We
                          believe  that  a  board  should   consist  of  a
                          substantial  majority of independent  outsiders.
                          In summary,  in evaluating  proposals  requiring
                          that a  substantial  majority  of the  board  be
                          composed of independent directors,  shareholders
                          should closely  examine the current  composition
                          of the  board,  the  proponent's  definition  of
                          independence,  and the board's responsiveness to
                          shareholder  concerns.  If the board composition
                          is  poor or the  board  has  not  fulfilled  its
                          fiduciary duties,  then shareholders should vote
                          in favor of a  proposal  which  would  require a
                          greater   number  of  outsiders  on  the  board.
                          However,  if the board is  already  sufficiently
                          independent  and  is  fulfilling  its  fiduciary
                          duty,    support   of   such   a   proposal   is
                          unnecessary.  Although  we do not agree with all
                          of   the    proponent's    classifications    of
                          independent  directors,  in  light  of the  fact
                          that the board is only 54  percent  independent,
                          we  believe  this  proposal  sends an  important
                          message to  management  and is in  shareholders'
                          best interests.


05/20/04 - A     Hughes Supply, Inc. *HUG*        444482103                          03/26/04            10,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John D. Baker II ---
                       For
                 1.2   Elect Director Dale E. Jones --- For
                 1.3   Elect Director William P. Kennedy
                       --- For
                 1.4   Elect Director Patrick J. Knipe ---
                       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.


05/27/04 - A     Inamed Corp. *IMDC*              453235103                          04/12/04            14,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Nicholas L. Teti ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Malcolm  R.
                          Currie,  Ph.D..  We recommend that  shareholders
                          WITHHOLD  votes from  Malcolm R.  Currie,  Ph.D.
                          for  standing as an  affiliated  outsider on the
                          Audit and Nominating committees.
                 1.2   Elect Director James E. Bolin ---
                       For
                 1.3   Elect Director Malcolm R. Currie,
                       Ph.D. --- Withhold
                 1.4   Elect Director John C. Miles II ---
                       For
                 1.5   Elect Director Mitchell S.
                       Rosenthal, M.D. --- For
                 1.6   Elect Director Joy A. Amundson ---
                       For
                 1.7   Elect Director Terry E. Vandewarker
                       --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Restricted Stock Plan           For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/21/04 - A/S   Inco Ltd. *N.*                   453258402                          03/16/04            17,000
                 1     Amend Bylaws Re:Declassify the Board  For        Against                Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Approve Auditors and Authorize        For        For                    Mgmt
                       Board to Fix Remuneration of
                       Auditors
                 4     Other Business (Voting)               For        Against                Mgmt


05/12/04 - A     Intersil Corporation *ISIL*      46069S109                          03/17/04            24,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


04/13/04 - A     Investors Financial Services     461915100                          02/20/04             9,278
                 Corp. *IFIN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Invitrogen Corp. *IVGN*          46185R100                          02/27/04             9,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/27/04 - A     Iron Mountain Inc. *IRM*         462846106                          04/05/04             5,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/04/04 - A     ITT Educational Services, Inc.   45068B109                          03/05/04             3,700
                 *ESI*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Rene R. Champagne
                       --- For
                 1.2   Elect Director John F. Cozzi --- For
                 1.3   Elect Director James D. Fowler, Jr.
                       --- For
                 1.4   Elect Director Harris N. Miller ---
                       For
                 2     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of  200,000,000  shares,
                          is above the allowable  threshold of 187,500,000
                          shares.


05/11/04 - A     ITT Industries, Inc. *ITT*       450911102                          03/19/04             2,800
                 1     Ratify Auditors                       For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt


04/22/04 - A     J. B. Hunt Transport Services,   445658107                          02/27/04             7,700
                 Inc. *JBHT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     L-3 Communications Holdings,     502424104                          03/19/04            15,000
                 Inc. *LLL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt


05/12/04 - A     Laboratory Corporation of        50540R409                          03/31/04             5,100
                 America Holdings *LH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Lamar Advertising Company        512815101                          04/05/04            19,700
                 *LAMR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/02/04 - A     Lehman Brothers Holdings Inc.    524908100                          02/13/04             2,700
                 *LEH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Leucadia National Corp. *LUK*    527288104                          04/08/04             4,789
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles to Extend Provisions   For        For                    Mgmt
                       that Restrict Accumulation of 5%
                       Common Stock
                 3     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Lexmark International, Inc.      529771107                          03/05/04             5,100
                 *LXK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Limited Brands *LTD*             532716107                          03/31/04            28,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/17/04 - A     Lincare Holdings, Inc. *LNCR*    532791100                          03/31/04             6,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/06/04 - A     Linens 'n Things, Inc. *LIN*     535679104                          03/08/04             8,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/06/04 - A     LSI Logic Corp. *LSI*            502161102                          03/11/04            57,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        Against                Mgmt
                          We generally  approve of plans which: (a) comply
                          with Section 423 of the Internal  Revenue  Code;
                          (b) have a  reasonable  number of  shares  being
                          reserved;   (c)  have  a   reasonable   offering
                          period,  and; (d) place limits on participation.
                          However,  in this case the plan also includes an
                          evergreen  provision which allows the company to
                          annually  reserve 1.15 percent of the  company's
                          outstanding  stock  less the  number  of  shares
                          available  for future  grants.  Because there is
                          no expiration  date  specified for this plan, we
                          are  unable to  determine  the  total  number of
                          shares  which will become  available  for future
                          issuance   and,  as  such,   we  are  unable  to
                          determine   if  the   number  of  shares   being
                          reserved is reasonable.
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Approve/Amend Executive Incentive     For        For                    Mgmt
                       Bonus Plan
                 5     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Lyondell Chemical Co. *LYO*      552078107                          03/10/04            16,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Manor Care, Inc. *HCR*           564055101                          03/12/04             7,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Virgis W. Colbert
                       --- Withhold
                          We  recommend  a vote  FOR all  nominees  expect
                          Virgis   W.   Colbert.    We   recommend    that
                          shareholders    WITHHOLD    votes   from   Audit
                          Committee   member  and   independent   outsider
                          Virgis   W.   Colbert   for   paying   excessive
                          non-audit fees.
                 1.2   Elect Director William H. Longfield
                       --- For
                 1.3   Elect Director Paul A. Ormond ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Ratify Auditors                       For        Against                Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should    utilize    justifiable     performance
                          criteria,  the proposed caps on restricted stock
                          grants,  severance  payments,  salary and bonus,
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.


04/27/04 - A     Manpower Inc. *MAN*              56418H100                          02/17/04            12,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Mattel, Inc. *MAT*               577081102                          03/17/04            36,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Eugene P. Beard ---
                       For
                 1.2   Elect Director Michael J. Dolan ---
                       For
                 1.3   Elect Director Robert A. Eckert ---
                       For
                 1.4   Elect Director Tully M. Friedman
                       --- For
                 1.5   Elect Director Ronald M. Loeb ---
                       For
                 1.6   Elect Director Andrea L. Rich ---
                       For
                 1.7   Elect Director Ronald L. Sargent
                       --- For
                 1.8   Elect Director Christopher A.
                       Sinclair --- For
                 1.9   Elect Director G. Craig Sullivan
                       --- For
                 1.10  Elect Director John L. Vogelstein
                       --- For
                 1.11  Elect Director Kathy Brittain White
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          While we share  the  proponent's  concern  about
                          excessive  executive  compensation,  we  believe
                          this  proposal  is  too  restrictive  and  would
                          limit  the   flexibility  of  the   compensation
                          committee  to  design  appropriate  compensation
                          structure  for the  executives.  As  such,  this
                          item does not warrant shareholder approval.
                 4     Prohibit Auditor from Providing       Against    For                    ShrHoldr
                       Non-Audit Services
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.


04/27/04 - A     MB Financial, Inc. *MBFI*        55264U108                          03/15/04             9,500
                 1     Elect Directors                       For        For                    Mgmt


05/27/04 - A     MCAFEE INC. *MFE*                640938106                          04/01/04            16,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Medicines Company (The) *MDCO*   584688105                          04/16/04            19,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/20/04 - A     MedImmune, Inc. *MEDI*           584699102                          03/31/04            12,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Mercury Interactive Corp.        589405109                          03/22/04            18,900
                 *MERQ*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     MGI Pharma, Inc. *MOGN*          552880106                          03/15/04             3,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Andrew J. Ferrara
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent   outsider  David  B.
                          Sharrock.   We   recommend   that   shareholders
                          WITHHOLD  votes from David B.  Sharrock for poor
                          attendance.
                 1.2   Elect Director Gilla Kaplan, Ph.D.
                       --- For
                 1.3   Elect Director Edward W. Mehrer ---
                       For
                 1.4   Elect Director Hugh E. Miller ---
                       For
                 1.5   Elect Director Leon O. Moulder, Jr.
                       --- For
                 1.6   Elect Director Lee J. Schroeder ---
                       For
                 1.7   Elect Director David B. Sharrock
                       --- Withhold
                 1.8   Elect Director Waneta C. Tuttle,
                       Ph.D. --- For
                 1.9   Elect Director Arthur L. Weaver,
                       M.D. --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


06/17/04 - A     Michaels Stores, Inc. *MIK*      594087108                          04/26/04             7,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


05/07/04 - A     Millennium Pharmaceuticals,      599902103                          03/10/04            19,300
                 Inc. *MLNM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Millipore Corp. *MIL*            601073109                          03/05/04             4,700
                 1     Elect Directors                       For        For                    Mgmt


05/19/04 - A     Mohawk Industries, Inc. *MHK*    608190104                          03/22/04             9,400
                 1     Elect Directors                       For        For                    Mgmt


06/16/04 - A     Monster Worldwide, Inc. *MNST*   611742107                          04/26/04            21,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/27/04 - A     Moody's Corporation *MCO*        615369105                          03/01/04             6,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Basil L. Anderson
                       --- For
                 1.2   Elect Director Raymond W Mcdaniel
                       Jr. --- For
                 1.3   Elect Director John Rutherfurd, Jr.
                       --- For
                 1.4   Elect Director John K. Wulff --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Performance- Based                    Against    Against                ShrHoldr
                          We  evaluate  shareholder   proposals  to  grant
                          performance and time-based  restricted shares on
                          a  case-by-case  basis.  While  we  support  the
                          general    principal    of     performance-based
                          compensation,  and believe  that there should be
                          strong  linkage  between  company's  performance
                          and  compensation at the senior executive level,
                          we  believe   that   issuers   should  be  given
                          latitude in determining  the mix of award types.
                          Consequently,  we would  not  support  proposals
                          that overly restrict the Compensation  Committee
                          to  awarding  only  performance  and  time-based
                          options to its senior executives.


05/12/04 - A     Murphy Oil Corp. *MUR*           626717102                          03/15/04             3,400
                 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


04/28/04 - A     National Commerce Financial      63545P104                          03/01/04            25,400
                 Corporation *NCF*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     National Instruments Corp.       636518102                          03/15/04            10,891
                 *NATI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt


05/19/04 - A     National-Oilwell, Inc. *NOI*     637071101                          03/22/04             4,600
                 1     Elect Directors                       For        For                    Mgmt


04/26/04 - A     NBTY, Inc. *NTY*                 628782104                          03/22/04             7,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/16/04 - S     NetScreen Technologies, Inc.     64117V107                          03/10/04            11,100
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Adjourn Meeting                       For        Against                Mgmt


05/26/04 - A     Neurocrine Biosciences, Inc.     64125C109                          04/01/04             9,100
                 *NBIX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/19/04 - A     New York Community Bancorp,      649445103                          03/29/04            12,710
                 Inc. *NYB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Nextel Communications, Inc.      65332V103                          04/02/04            12,400
                 *NXTL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


04/15/04 - A     Novell, Inc. *NOVL*              670006105                          02/20/04            22,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Albert Aiello --- For
                 1.2   Elect Director Fred Corrado --- For
                 1.3   Elect Director Richard L. Crandall
                       --- For
                 1.4   Elect Director Wayne Mackie --- For
                 1.5   Elect Director Claudia B. Malone
                       --- For
                 1.6   Elect Director Jack L. Messman ---
                       For
                 1.7   Elect Director Richard L. Nolan ---
                       For
                 1.8   Elect Director Thomas G. Plaskett
                       --- For
                 1.9   Elect Director John W. Poduska, Sr.
                       --- For
                 1.10  Elect Director James D. Robinson,
                       III --- For
                 1.11  Elect Director Kathy Brittain White
                       --- For
                 2     Expense Stock Options                 Against    For                    ShrHoldr
                 3     Performance-Based/Indexed Options     Against    For                    ShrHoldr
                          We  believe  the  company   would  benefit  from
                          making  greater  use of  equity  awards  tied to
                          performance measures.
                 4     Prohibit Auditor from Providing       Against    For                    ShrHoldr
                       Non-Audit Services
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.


04/16/04 - A     Novellus Systems, Inc. *NVLS*    670008101                          02/17/04            17,530
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provision of Non-Audit Services by    Against    For                    ShrHoldr
                       Independent Auditors
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 4     Limit Executive Compensation          Against    Against                ShrHoldr


05/06/04 - A     NTL Incorporated *NTLI*          62940M104                          03/22/04             6,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 5     Approve Share Plan Grant              For        For                    Mgmt


05/04/04 - A     O'Reilly Automotive, Inc.        686091109                          02/27/04            14,800
                 *ORLY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Elect Director John Murphy            For        For                    Mgmt
                 4     Elect Director Ronald Rashkow         For        For                    Mgmt


05/14/04 - A     Office Depot, Inc. *ODP*         676220106                          03/10/04            34,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Lee A. Ault III ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insider  Bruce Nelson,  affiliated
                          outsider  David  I.  Fuente,   and   independent
                          outsiders  Michael J. Myers,  James L.  Heskett,
                          W.  Scott  Hedrick,  Brenda J.  Gaines,  Neil R.
                          Austrian,  and Lee A.  Ault  III.  We  recommend
                          that  shareholders  WITHHOLD  votes  from  Bruce
                          Nelson,  Michael J. Myers, James L. Heskett,  W.
                          Scott  Hedrick,   Brenda  J.  Gaines,  David  I.
                          Fuente,  Neil R.  Austrian,  and Lee A. Ault III
                          for failure to implement  the proposal to submit
                          the company's poison pill to a shareholder vote.
                 1.2   Elect Director Neil R. Austrian ---
                       Withhold
                 1.3   Elect Director David W. Bernauer
                       --- For
                 1.4   Elect Director Abelardo E. Bru ---
                       For
                 1.5   Elect Director David I. Fuente ---
                       Withhold
                 1.6   Elect Director Brenda J. Gaines ---
                       Withhold
                 1.7   Elect Director Myra M. Hart --- For
                 1.8   Elect Director W. Scott Hedrick ---
                       Withhold
                 1.9   Elect Director James L. Heskett ---
                       Withhold
                 1.10  Elect Director Patricia H. McKay
                       --- For
                 1.11  Elect Director Michael J. Myers ---
                       Withhold
                 1.12  Elect Director Bruce Nelson ---
                       Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     Oxford Health Plans, Inc.        691471106                          04/15/04            12,400
                 *OHP*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Kent J. Thirty ---
                       For
                          We  recommend  a vote  FOR  Kent J.  Thiry,  but
                          WITHHOLD   votes   from   affiliated    outsider
                          Benjamin H.  Safirstein,  M.D. We recommend that
                          shareholders  WITHHOLD  votes from  Benjamin  H.
                          Safirstein,  M.D.  for poor  attendance  and for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director B.H. Safirstein,
                       M.D. --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Divest from Tobacco Equities          Against    Against                ShrHoldr
                          Because  of the lack of company  investments  in
                          tobacco  equities,   restrictive   format,   and
                          potential financial impact of this proposal,  we
                          do not  recommend  shareholder  support for this
                          resolution.


04/23/04 - A     P.F. Chang's China Bistro Inc    69333Y108                          02/27/04             2,200
                 *PFCB*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Richard L. Federico
                       --- For
                 1.2   Elect Director R. Michael Welborn
                       --- For
                 1.3   Elect Director James D. Shennan,
                       Jr. --- For
                 1.4   Elect Director F. Lane Cardwell,
                       Jr. --- For
                 1.5   Elect Director Kenneth J. Wessels
                       --- For
                 1.6   Elect Director M. Ann Rhoades ---
                       For
                 1.7   Elect Director Lesley H. Howe ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


04/27/04 - A     Paccar Inc. *PCAR*               693718108                          03/01/04             4,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director David K. Newbigging
                       --- For
                 1.2   Elect Director Harry C. Stonecipher
                       --- For
                 1.3   Elect Director Harold A. Wagner ---
                       For
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Deferred Compensation Plan      For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    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  this  case,  the
                          company's  rights  plan,  which was  renewed  in
                          1999, was not approved by shareholders  nor does
                          it embody the above  features that we recommend.
                          We therefore  agree with the proponent  that the
                          current  pill  and  any  new  pill  be  put to a
                          shareholder vote.
                 5     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  there  should  be a  positive
                          linkage between  executive pay and the company's
                          shareholder  returns.   Specifically,  if  total
                          shareholder   returns  decrease  over  the  long
                          term, then executive  compensation should follow
                          suit and not  increase  as it has been  observed
                          in the  case of some  companies.  In this  case,
                          PACCAR  has  posted  one-year,  three-year,  and
                          five-year  total  shareholder  returns  of 89.53
                          percent,   41.42  percent,  and  30.21  percent,
                          respectively,   outperforming   its  peer  group
                          (72.09 percent,  3.35 percent, and 6.80 percent)
                          and the  S&P 500  index  (38.90  percent,  -1.51
                          percent,   and  -0.34  percent)  over  the  same
                          period.           We  also  agree  that  setting
                          executive  compensation is the responsibility of
                          an independent  compensation  committee. In this
                          case,  the  Compensation  Committee is comprised
                          of independent  outsiders,  which  minimizes any
                          conflicts  of interests  between the  management
                          and shareholders.  The prohibition on all future
                          stock   option   programs   would   affect   the
                          company's  ability  to retain a large  number of
                          critical    employees   or   attract   qualified
                          personnel.   We  also  note  that  the   company
                          maintains a policy of  expensing  stock  options
                          which   serves   to   discipline    compensation
                          practices  and  level  the  accounting   playing
                          field among  different  forms of pay. We believe
                          this  proposal is too  restrictive,  as it would
                          prohibit   executives   from   receiving   stock
                          options,  a  common  form of  equity  award.  As
                          such,  this  item does not  warrant  shareholder
                          approval


05/04/04 - A     Packaging Corporation of         695156109                          03/15/04            11,300
                 America *PKG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Henry F. Frigon ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Thomas S.
                          Souleles  and Samuel M.  Mencoff.  We  recommend
                          that shareholders  WITHHOLD votes from Thomas S.
                          Souleles for standing as an affiliated  outsider
                          on the Compensation  and Nominating  committees,
                          and from Samuel M.  Mencoff  for  standing as an
                          affiliated    outsider   on   the   Compensation
                          Committee.
                 1.2   Elect Director Louis S. Holland ---
                       For
                 1.3   Elect Director Justin S. Huscher
                       --- For
                 1.4   Elect Director Samuel M. Mencoff
                       --- Withhold
                 1.5   Elect Director Thomas S. Souleles
                       --- Withhold
                 1.6   Elect Director Paul T. Stecko ---
                       For
                 1.7   Elect Director Rayford K.
                       Williamson --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     PAR PHARMACEUTICAL COS INC       717125108                          04/08/04             5,100
                 *PRX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Change Company Name                   For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


06/29/04 - A     PATTERSON-UTI ENERGY INC.        703481101                          05/28/04            17,200
                 *PTEN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Performance Food Group Co.       713755106                          03/29/04             6,000
                 *PFGC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt


06/10/04 - A     PETsMART *PETM*                  716768106                          04/12/04            27,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Pioneer Natural Resources Co.    723787107                          03/17/04             8,100
                 *PXD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/14/04 - A     PMC-Sierra, Inc. *PMCS*          69344F106                          03/15/04            12,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert Bailey --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  James Diller.
                          We recommend  that  shareholders  WITHHOLD votes
                          from James Diller for standing as an  affiliated
                          outsider  on  the  Compensation  and  Nominating
                          committees.
                 1.2   Elect Director Alexandre Balkanski
                       --- For
                 1.3   Elect Director Richard Belluzzo ---
                       For
                 1.4   Elect Director James Diller ---
                       Withhold
                 1.5   Elect Director Jonathan Judge ---
                       For
                 1.6   Elect Director William Kurtz --- For
                 1.7   Elect Director Frank Marshall ---
                       For
                 1.8   Elect Director Lewis Wilks --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Pogo Producing Co. *PPP*         730448107                          03/12/04             2,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     Polycom, Inc. *PLCM*             73172K104                          04/09/04            19,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Betsy S. Atkins ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of William  A.  Owens.  We  recommend
                          that  shareholders  WITHHOLD  votes from William
                          A. Owens for  sitting on more than six boards at
                          the time of our analysis.
                 1.2   Elect Director John Seely Brown ---
                       For
                 1.3   Elect Director Robert C. Hagerty
                       --- For
                 1.4   Elect Director John A. Kelley, Jr.
                       --- For
                 1.5   Elect Director Michael R. Kourey
                       --- For
                 1.6   Elect Director Stanley J. Meresman
                       --- For
                 1.7   Elect Director William A. Owens ---
                       Withhold
                 1.8   Elect Director Durk I. Jager --- For
                 1.9   Elect Director Thomas G. Stemberg
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Providian Financial Corp.        74406A102                          03/15/04            60,900
                 *PVN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Quest Diagnostics,               74834L100                          03/08/04             2,900
                 Incorporated *DGX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Radian Group Inc. *RDN*          750236101                          03/15/04            12,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Articles                        For        Against                Mgmt
                          Proposal would declassify the board.
                 4     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     Regeneration Technologies,       75886N100                          03/24/04             4,650
                 Inc. *RTIX*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Brian K. Hutchison
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of David  J.  Simpson.  We  recommend
                          that  shareholders  WITHHOLD votes from David J.
                          Simpson for standing as an  affiliated  outsider
                          on the Audit  Committee and David J. Simpson for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation Committee.
                 1.2   Elect Director David J. Simpson ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          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 14.63  percent is above the allowable cap for
                          this company of 11.42 percent.


05/04/04 - A     Robert Half International Inc.   770323103                          03/11/04            14,500
                 *RHI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Ross Stores, Inc. *ROST*         778296103                          03/22/04            12,900
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Michael J. Bush ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Audit  Committee   member
                          Michael J. Bush for  standing  as an  affiliated
                          outsider    on   the   Audit   and    Nominating
                          committees,  and  for  failure  to  establish  a
                          majority  independent  board.  We also recommend
                          that    shareholders    WITHHOLD    votes   from
                          affiliated  outsider  Norman A.  Ferber and from
                          insider   James  C.   Peters   for   failure  to
                          establish a majority independent board.
                 1.2   Elect Director Norman A. Ferber ---
                       Withhold
                 1.3   Elect Director James C. Peters ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Rowan Companies, Inc. *RDC*      779382100                          03/01/04             6,800
                 1     Elect Directors                       For        For                    Mgmt


05/20/04 - A     Safeway Inc. *SWY*               786514208                          03/25/04            25,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Steven A. Burd ---
                       Withhold
                          A key issue for  investors  as they sift through
                          questions     raised     about      performance,
                          relationships and related party  transactions is
                          whether  or not  Safeway's  board is  fulfilling
                          its  fiduciary  obligation  to  shareholders  by
                          providing   effective   management    oversight.
                          Recent  corporate  governance  reforms are steps
                          in  the   right   direction,   but  are  they  a
                          sufficient    antidote    to   a    legacy    of
                          relationships   that  extends  back  almost  two
                          decades?        Criticisms      of     Safeway's
                          performance are modestly  compelling.  Safeway's
                          performance  record over the last five years has
                          been less than  favorable.  Some critics put the
                          blame for this  performance  problem squarely on
                          the  shoulders  of Mr.  Burd.  At the same time,
                          most of Safeway's peer group has struggled.  The
                          recent  earnings  report  is  a  mixed  bag  and
                          continues   to   highlight   trends   that  have
                          impacted  Safeway and its  competitors  over the
                          last few years.  If this "vote no" campaign were
                          solely a  referendum  on  performance,  it would
                          likely  not  have   gained  the   traction   and
                          momentum  that we have  seen  in  recent  weeks.
                                  The   related  party   transactions  and
                          disclosure  issues that have been highlighted by
                          the  dissidents are of concern.  Mr.  Tauscher's
                          related party  transactions  are  historical and
                          not monetarily  significant,  and,  hence, we do
                          not recommend  withholding  from Mr. Tauscher on
                          those grounds  alone.  However,  we do point out
                          that this board  needs to be more  diligent  and
                          critical  in its  views  on and  disclosures  of
                          related  party   transactions   going   forward.
                                  A  more   significant   concern  is  the
                          continuing KKR influence on the board.  With the
                          company's recent  announcement of Mr. Greene and
                          Mr.  Roberts  stepping down from the board,  the
                          "KKR    connection    criticism    is   slightly
                          mitigated.  The remaining  "KKR  connection"  on
                          the  board  centers  on Mr.  MacDonnell  and Mr.
                          Hazen. Mr. Hazen is not a current  nominee.  Mr.
                          MacDonnell   is  a  former   KKR   partner   and
                          currently retired.  As such, we do not recommend
                          withholding from Mr.  MacDonnell.          As we
                          sift through the issues of failed  transactions,
                          undisclosed  connections,  and a board dominated
                          by an outside  entity,  there is one  constant '
                          Mr. Burd.  Our  recommendation  to withhold from
                          Mr.  Burd  is not a  referendum  on  Mr.  Burd's
                          continuation  as CEO,  nor should it be. That is
                          for the board to judge.  Rather, we focus on the
                          performance    of    this    board    and    the
                          accountability  of  its  CEO/chairman.  In  that
                          light,  one cannot  disregard the ties that bind
                          this  board,   including   Mr.  Burd,   to  KKR.
                                  In  its most recent  governance  reform,
                          the company  announced the election of Mr. Hazen
                          as  lead  director.  Mr.  Hazen's  ties  to  KKR
                          disqualify  him as a  strong  counterbalance  to
                          Chairman  Burd.  We  acknowledge  that the board
                          has  few  options  for  selection  of  a  strong
                          independent    chairman    from   its   existing
                          directors,  but we  must  note  that  the  board
                          created  this  problem by failing to replace the
                          KKR directors in a timely fashion  following the
                          liquidation of KKR's equity interest.  The board
                          now must  find  independent  candidates  to fill
                          the three seats being vacated.  We hope that one
                          of these  new  nominees  will  emerge  as a good
                          choice   for    chairman.        The    recently
                          announced  reforms  are a partial  step  towards
                          resolving  the KKR legacy  issues.  It demands a
                          complete  solution.  New names and expertise are
                          needed   on   this   board,   including   a  new
                          independent board chairman.  We acknowledge that
                          this   board   has   improved   its    corporate
                          governance,  but we believe  they  haven't  gone
                          far enough.  We note that a separate proposal on
                          this  ballot  provides  shareholders  a voice on
                          the   issue   of   an   independent    chairman.
                          Nevertheless,    the   collective   history   of
                          relationships  between KKR and Safeway cannot be
                          ignored.  Naming a strong  independent  chairman
                          is the one reform  that would set the company on
                          the right path.
                 1.2   Elect Director Robert I. MacDonnell
                       --- For
                 1.3   Elect Director William Y. Tauscher
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Approve Repricing of Options          For        For                    Mgmt
                 5     Amend Bylaws to Require Independent   Against    For                    ShrHoldr
                       Director as Chairman of the Board
                          On  May  3,  2004,  the  company  announced  the
                          election  of  Paul  Hazen  as  lead  independent
                          director.  The company  believes that it has met
                          our standards on an  independent  lead director.
                          However,  as  discussed  more fully in the Elect
                          Directors  section,  we believe that Mr. Hazen's
                          ties  to  KKR  preclude  him  from  acting  as a
                          strong  counterbalance  to Mr. Burd.  We believe
                          that   Safeway's   board   requires   a   strong
                          independent  chairman.  Since  approval  of this
                          proposal  will  ensure the  independence  of the
                          chairman of the board, we support this proposal.
                 6     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 7     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)
                 8     Prepare Sustainability Report         Against    Against                ShrHoldr
                 9     Report on Political Contributions     Against    Against                ShrHoldr
                 10    Expense Stock Options                 Against    For                    ShrHoldr
                          We support the expensing of options.  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.  Because
                          the  company  has made a  commitment  to expense
                          options,  we believe that management  intends to
                          support  this  proposal at its  upcoming  annual
                          meeting.


05/25/04 - A     SEI Investment Company *SEIC*    784117103                          04/01/04             7,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Alfred P. West, Jr.
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsider  William M.
                          Doran  and  insider   Alfred  P.  West,  Jr.  We
                          recommend that shareholders  WITHHOLD votes from
                          Alfred P. West,  Jr. for  standing as an insider
                          on the  Compensation  Committee  and for failure
                          to   establish   an    independent    nominating
                          committee.  We also recommend that  shareholders
                          WITHHOLD   votes  from   William  M.  Doran  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation   Committee   and  for  failure  to
                          establish an independent nominating committee.
                 1.2   Elect Director William M. Doran ---
                       Withhold
                 1.3   Elect Director Howard D. Ross ---
                       For
                 1.4   Elect Director Thomas W. Smith ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/10/04 - A     Select Medical Corp. *SEM*       816196109                          03/26/04            14,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/23/04 - A     Siebel Systems, Inc. *SEBL*      826170102                          04/29/04            23,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Abstain    For                    ShrHoldr
                          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.


04/20/04 - A     Smith International, Inc.        832110100                          02/27/04            14,720
                 *SII*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James R. Gibbs ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Jerry W. Neely.  We recommend  that
                          shareholders  WITHHOLD votes from Jerry W. Neely
                          for  standing as an  affiliated  outsider on the
                          Audit and on the Compensation committees.
                 1.2   Elect Director Jerry W. Neely ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     SPX Corp. *SPW*                  784635104                          03/08/04             6,300
                 1     Elect Directors                       For        For                    Mgmt


05/12/04 - A     St. Jude Medical, Inc. *STJ*     790849103                          03/15/04            10,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael A. Rocca ---
                       For
                 1.2   Elect Director David A. Thompson
                       --- For
                 1.3   Elect Director Stefan K.
                       Widensohler --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Increase Authorized Common Stock      For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal    is    unduly    restrictive.     The
                          Compensation     Committee    and     Management
                          Development   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.


06/17/04 - A     Staples, Inc. *SPLS*             855030102                          04/19/04            30,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Given  that the plan has  already  expired,  and
                          that the board has  determined  not to renew the
                          plan, this proposal has become moot.  Therefore,
                          we  recommend  that  shareholders  vote  against
                          this item.
                 7     Submit Shareholder Rights Plan        Against    For                    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.
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          Our  policy  is  to  recommend   voting  against
                          proposals  that seek to set  absolute  levels on
                          compensation or otherwise  dictate the amount or
                          form of compensation.
                 9     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                          In this case,  the company states that the Audit
                          Committee  pre-approves  all services by Ernst &
                          young LLP, the  company's  independent  auditors
                          in compliance  with the rules of  Sarbanes-Oxley
                          Act.  Also,  the  aggregate  fees  paid for 'tax
                          services'  and  'other  services'  are less than
                          the  aggregate  fees paid for  'audit  services'
                          and  'audit-related  services'.   Therefore,  we
                          believe   this   proposal   does   not   warrant
                          shareholder support.


05/07/04 - A     Starwood Hotels & Resorts        85590A203                          03/19/04             6,500
                 Worldwide, Inc. *HOT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     For        Against                Mgmt


05/19/04 - A     Station Casinos, Inc. *STN*      857689103                          03/26/04            10,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Lorenzo J. Fertitta
                       --- Withhold
                          We  recommend  a vote FOR James E. Nave,  D.V.M.
                          but WITHHOLD votes from all the other  nominees.
                          We recommend  that  shareholders  WITHHOLD votes
                          from insider  Lorenzo J. Fertitta and affiliated
                          outsider   Blake  L.   Sartini  for  failure  to
                          establish a majority independent board.
                 1.2   Elect Director Blake L. Sartini ---
                       Withhold
                 1.3   Elect Director James E. Nave,
                       D.V.M. --- For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/11/04 - A     Stericycle, Inc. *SRCL*          858912108                          03/15/04             7,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jack W. Schuler ---
                       For
                 1.2   Elect Director Mark C. Miller ---
                       For
                 1.3   Elect Director John P. Connaughton
                       --- For
                 1.4   Elect Director Rod F. Dammeyer ---
                       For
                 1.5   Elect Director Patrick F. Graham
                       --- For
                 1.6   Elect Director John Patience --- For
                 1.7   Elect Director Thomas R. Reusche
                       --- For
                 1.8   Elect Director Peter Vardy --- For
                 1.9   Elect Director L. John Wilkerson,
                       Ph.D. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Waste Incineration          Against    Against                ShrHoldr
                          In this case,  we note that the company does not
                          have a  formal  EHS  report;  however,  it  does
                          specifically   discuss   the   issue   of  waste
                          handling  and  disposal  in some  detail  on the
                          company's  website.  Moreover,  the  company has
                          taken   some   steps  in  the   development   of
                          alternative  methods of disposal  and  committed
                          to reducing the use of  incineration  as much as
                          possible  based on  applicable  regulations  and
                          the economic  viability these  alternatives.  We
                          believe  that these  factors are  indicative  of
                          the    company's    ongoing     evaluation    of
                          alternatives to incineration,  and demonstrate a
                          reasonable    approach   to   the    proponent's
                          concerns.  As such,  we do not believe  that the
                          requested report is necessary at this time.


05/14/04 - A     SunGard Data Systems Inc.        867363103                          03/15/04            17,760
                 *SDS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gregory S. Bentley
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Gregory  S.
                          Bentley.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Gregory  S.  Bentley  for
                          standing as an affiliated  outsider on the Audit
                          Committee.
                 1.2   Elect Director Michael C. Brooks
                       --- For
                 1.3   Elect Director Cristobal Conde ---
                       For
                 1.4   Elect Director Ramon de Oliveira
                       --- For
                 1.5   Elect Director Henry C. Duques ---
                       For
                 1.6   Elect Director Albert A. Eisenstat
                       --- For
                 1.7   Elect Director Bernard Goldstein
                       --- For
                 1.8   Elect Director Janet Brutschea
                       Haugen --- For
                 1.9   Elect Director James L. Mann --- For
                 1.10  Elect Director Malcolm I. Ruddock
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     Symbol Technologies, Inc.        871508107                          03/01/04            14,000
                 *SBL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Synopsys, Inc. *SNPS*            871607107                          04/07/04            13,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Aart J. de Geus ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception   of   independent   outsider   Sasson
                          Somekh. We recommend that shareholders  WITHHOLD
                          votes from Sasson Somekh for poor attendance.
                 1.2   Elect Director Andy D. Bryant ---
                       For
                 1.3   Elect Director Chi-Foon Chan --- For
                 1.4   Elect Director Bruce R. Chizen ---
                       For
                 1.5   Elect Director Deborah A. Coleman
                       --- For
                 1.6   Elect Director A. Richard Newton
                       --- For
                 1.7   Elect Director Sasson Somekh ---
                       Withhold
                 1.8   Elect Director Roy Vallee --- For
                 1.9   Elect Director Steven C. Walske ---
                       For
                 2     Amend Non-Employee Director Stock     For        Against                Mgmt
                       Option Plan
                          The total cost of the  company's  plans of 19.23
                          percent  is  above  the  allowable  cap for this
                          company of 12.60 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


04/08/04 - A     T. Rowe Price Group, Inc.        74144T108                          02/06/04             5,600
                 *TROW*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward C. Bernard
                       --- For
                 1.2   Elect Director James T. Brady ---
                       For
                 1.3   Elect Director D. William J.
                       Garrett --- For
                 1.4   Elect Director Donald B. Hebb, Jr.
                       --- For
                 1.5   Elect Director James A.C. Kennedy
                       --- For
                 1.6   Elect Director James S. Riepe ---
                       For
                 1.7   Elect Director George A. Roche ---
                       For
                 1.8   Elect Director Brian C. Rogers ---
                       For
                 1.9   Elect Director Dr. Alfred Sommer
                       --- For
                 1.10  Elect Director Dwight S. Taylor ---
                       For
                 1.11  Elect Director Anne Marie
                       Whittemore --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        Against                Mgmt
                          While we recognize T. Rowe Price's  compensation
                          methodology   for   retaining   employees,    we
                          primarily   evaluate    stock-based    incentive
                          proposals  by analyzing  the economic  costs and
                          the dilutive  impact on  shareholders.  Since T.
                          Rowe Price uses a higher  level of equity in its
                          compensation  to  employees  to offset the lower
                          cash  compensation  and other forms of long-term
                          incentives,  there are higher levels of economic
                          costs   and   dilution   associated   with   it.
                          Therefore,   the  cost   for  the   2004   Stock
                          Incentive   Plan  is  13.30   percent   and  has
                          exceeded the allowable cap of 6.20 percent.
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/28/04 - A     TCF Financial Corp. *TCB*        872275102                          03/01/04             5,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Tellabs, Inc. *TLAB*             879664100                          02/23/04            50,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Teradyne, Inc. *TER*             880770102                          04/05/04             9,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Teva Pharmaceutical Industries   881624209                          04/15/04             6,600
                       Meeting for Holders of ADRs
                 1     TO RECEIVE AND DISCUSS THE COMPANY    For        For                    Mgmt
                       S CONSOLIDATED BALANCE SHEET AS OF
                       DECEMBER 31, 2003 AND THE
                       CONSOLIDATED STATEMENTS.
                 2     TO APPROVE THE BOARD OF DIRECTORS     For        Against                Mgmt
                       RECOMMENDATION THAT THE CASH
                       DIVIDEND FOR THE YEAR ENDED
                       DECEMBER 31, 2003, WHICH WAS PAID
                       IN FOUR INSTALLMENTS AND AGGREGATED
                       NIS 1.44 (APPROXIMATELY US$0.322)
                       PER ORDINARY SHARE, BE DECLARED
                       FINAL.
                 3     TO ELECT ABRAHAM E. COHEN TO SERVE    For        For                    Mgmt
                       FOR A THREE-YEAR TERM.
                 4     TO ELECT LESLIE DAN TO SERVE FOR A    For        For                    Mgmt
                       THREE-YEAR TERM.
                 5     TO ELECT PROF. MEIR HETH TO SERVE     For        For                    Mgmt
                       FOR A THREE-YEAR TERM.
                 6     TO ELECT PROF. MOSHE MANY TO SERVE    For        For                    Mgmt
                       FOR A THREE-YEAR TERM.
                 7     TO ELECT DOV SHAFIR TO SERVE FOR A    For        For                    Mgmt
                       THREE-YEAR TERM.
                 8     TO APPROVE THE PURCHASE OF DIRECTOR   For        Against                Mgmt
                       S AND OFFICER S LIABILITY INSURANCE
                       FOR THE DIRECTORS AND OFFICERS OF
                       THE COMPANY.
                 9     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     The Cheesecake Factory, Inc.     163072101                          03/31/04               614
                 *CAKE*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Thomas L. Gregory
                       --- Withhold
                          We support  the  proposed  corporate  governance
                          reforms  that  Culinary   Union  is  advocating.
                          While we note the  positive  steps  the  company
                          took   in   forming   a   Corporate   Governance
                          Committee  and  in  eliminating   the  slow-hand
                          provision in its poison pill, it considers  them
                          as  only  partial   response  to   shareholders'
                          mandate on the  governance  issues.  The company
                          in its  defense  points  out that the  proposals
                          did  not   receive   80  percent  of  the  votes
                          outstanding  which  is  required  to  amend  the
                          company's  bylaws  on some of  those  proposals.
                          However,   the   proposals   did  receive  clear
                          majority  of the  votes  cast.  In  light of the
                          majority  support,  we believe  that the company
                          should  have taken  additional  steps to respond
                          to  shareholders'   wishes.  Our  policy  is  to
                          withhold  votes from the  director  nominees  if
                          they  ignore  a  shareholder  proposal  that was
                          approved  by a  majority  of the votes  cast for
                          two consecutive  years.  However,  in this case,
                          given   that   the  no   vote   campaign   is  a
                          continuation  of  Culinary  Union's  advocacy of
                          corporate  governance  reforms which we support,
                          and the  company's  minimal  response to address
                          shareholders'  mandate of last year on  multiple
                          proposals,  we  recommend  a WITHHOLD  vote from
                          Thomas Gregory.
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


05/18/04 - A     The Interpublic Group of         460690100                          03/26/04            37,900
                 Companies, Inc. *IPG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David A. Bell --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider J.  Phillip
                          Samper. We recommend that shareholders  WITHHOLD
                          votes   from  J.   Phillip   Samper   for   poor
                          attendance.
                 1.2   Elect Director Frank J. Borell ---
                       For
                 1.3   Elect Director Reginald K. Brack
                       --- For
                 1.4   Elect Director Jill M. Considine
                       --- For
                 1.5   Elect Director Christopher J.
                       Coughlin --- For
                 1.6   Elect Director John J. Donner, Jr.
                       --- For
                 1.7   Elect Director Richard A. Goldstein
                       --- For
                 1.8   Elect Director H. John Greenlaus
                       --- For
                 1.9   Elect Director Michael I. Roth ---
                       For
                 1.10  Elect Director J. Phillip Samper
                       --- Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     MacBride Principles                   Against    Against                ShrHoldr


05/27/04 - A     The PMI Group, Inc. *PMI*        69344M101                          04/01/04             5,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Deferred Compensation Plan    For        For                    Mgmt
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


06/01/04 - A     The TJX Companies, Inc. *TJX*    872540109                          04/12/04            17,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Implement ILO Based Code of Conduct   Against    Abstain                ShrHoldr
                 4     Report on Vendor Standards            Against    Abstain                ShrHoldr
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr


05/18/04 - A     Thermo Electron Corp. *TMO*      883556102                          03/26/04             7,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Marijn E. Dekkers
                       --- For
                 1.2   Elect Director Robert A. McCabe ---
                       For
                 1.3   Elect Director Robert W. O'Leary
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          The company  currently uses restricted  stock as
                          part  of its  long-term  incentive  compensation
                          for  executives.  However,  the company's  proxy
                          materials  do not  specify  the  performance  or
                          vesting  requirements  of such awards.  Although
                          we generally support  restricted stock grants as
                          part of overall  executive  compensation,  we do
                          not believe that companies  should be limited or
                          constrained   in   their   selection   of  award
                          types.        Although  one may  argue  that the
                          level of equity  compensation  at the company is
                          not proportional to its  performance,  we do not
                          believe  that  this  proposal   represents   the
                          solution    to     potential     or    perceived
                          pay-for-performance  disconnects.  In  addition,
                          the proposal is too  restrictive as it requires:
                          (1) the absolute  substitution of restricted for
                          stock  options and (2) a 100  percent  retention
                          ratio.


05/20/04 - A     Tiffany & Co. *TIF*              886547108                          03/25/04             9,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Too, Inc. *TOO*                  890333107                          03/26/04            25,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt


04/15/04 - A     Tractor Supply Co. *TSCO*        892356106                          03/02/04             6,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James F. Wright ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Gerard E. Jones.  We recommend that
                          shareholders   WITHHOLD  votes  from  Gerard  E.
                          Jones for standing as an affiliated  outsider on
                          the Nominating Committee.
                 1.2   Elect Director Gerard E. Jones ---
                       Withhold
                 1.3   Elect Director Edna K. Morris ---
                       For
                 2     Ratify Auditors                       For        Against                Mgmt
                          One of the most  important  issues  relating  to
                          auditors  is the  independence  of the  auditing
                          process.  The  auditor's  independence  from the
                          company being audited  reduces the potential for
                          abuse.  Recently,  many  accounting  firms  have
                          expanded their  business to include  broad-based
                          consulting  services.  We  believe  that in some
                          cases, such consulting  services,  when operated
                          side by side with the accounting  business,  can
                          lower auditor  objectivity.        More than 50%
                          of  the  total  fees  paid  to  the  auditor  is
                          attributable  to  non-audit  work.  This notably
                          disproportionate     fee    arrangement    could
                          significantly      impair     the      auditor's
                          independence.  We  recommend a vote against this
                          proposal.
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/12/04 - A     Univision Communications Inc.    914906102                          03/15/04            25,435
                 *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  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


05/14/04 - A     UTStarcom, Inc. *UTSI*           918076100                          03/29/04             1,900
                 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


05/20/04 - A     Varco International, Inc.        922122106                          03/22/04             6,200
                 *VRC*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Greg L. Armstrong
                       --- For
                          This   ALERT    revises   our   original    vote
                          recommendation   of  a  FOR  vote  for  director
                          Richard  A.   Kertson.   He  is  an   affiliated
                          outsider on the company's  Audit  Committee.  We
                          now recommend a WITHHOLD vote for this director.
                 1.2   Elect Director George S. Dotson ---
                       For
                 1.3   Elect Director Richard A. Kertson
                       --- Withhold
                 1.4   Elect Director John F. Lauletta ---
                       For
                 1.5   Elect Director Eric L. Mattson ---
                       For
                 1.6   Elect Director L.E. Simmons --- For
                 1.7   Elect Director Jeffery A. Smisek
                       --- For
                 1.8   Elect Director Douglas E. Swanson
                       --- For
                 1.9   Elect Director James D. Woods ---
                       For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/10/04 - S     Varian Medical Systems Inc       92220P105                          04/12/04            11,900
                 *VAR*
                 1     Increase Authorized Common Stock      For        For                    Mgmt


05/27/04 - A     VeriSign Inc *VRSN*              92343E102                          03/29/04            30,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Waters Corp. *WAT*               941848103                          03/15/04             6,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Joshua Bekenstein
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Thomas P.
                          Salice  and Edward  Conard.  We  recommend  that
                          shareholders   WITHHOLD  votes  from  Thomas  P.
                          Salice for  standing as an  affiliated  outsider
                          on  the  Audit,  Compensation,   and  Nominating
                          committees.  We also recommend that shareholders
                          WITHHOLD  votes from Edwarrd Conard for standing
                          as an  affiliated  outsider on the  Compensation
                          Committee.
                 1.2   Elect Director M.J. Berendt, Ph.D.
                       --- For
                 1.3   Elect Director Douglas A.
                       Berthiaume --- For
                 1.4   Elect Director Philip Caldwell ---
                       For
                 1.5   Elect Director Edward Conard ---
                       Withhold
                 1.6   Elect Director L.H. Glimcher, M.D.
                       --- For
                 1.7   Elect Director William J. Miller
                       --- For
                 1.8   Elect Director Thomas P. Salice ---
                       Withhold
                 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.


05/17/04 - A     Watson Pharmaceuticals, Inc.     942683103                          03/19/04            19,900
                 *WPI*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Allen Chao, Ph.D.
                       --- For
                 1.2   Elect Director Michel J. Feldman
                       --- For
                 1.3   Elect Director Fred G. Weiss --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Review Executive Compensation         Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal is unduly  restrictive.  The  company's
                          independent  Compensation  Committee 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.


06/28/04 - S     WellPoint Health Networks Inc.   94973H108                          05/10/04             5,700
                 *WLP*
                 1     Approve Merger Agreement              For        For                    Mgmt


05/26/04 - A     Western Wireless Corporation     95988E204                          03/26/04            28,800
                 *WWCA*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John W. Stanton ---
                       For
                 1.2   Elect Director John L. Bunce, Jr.
                       --- For
                 1.3   Elect Director Mitchell R. Cohen
                       --- For
                 1.4   Elect Director Daniel J. Evans ---
                       For
                 1.5   Elect Director Theresa E. Gillespie
                       --- For
                 1.6   Elect Director Jonathan M. Nelson
                       --- For
                 1.7   Elect Director Peggy V. Phillips
                       --- For
                 1.8   Elect Director Mikal J. Thomsen ---
                       For
                 1.9   Elect Director Peter H. van Oppen
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/13/04 - A     Westwood One, Inc. *WON*         961815107                          04/13/04            18,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Williams-Sonoma, Inc. *WSM*      969904101                          03/29/04            34,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/09/04 - A     Wind River Systems, Inc.         973149107                          04/21/04            23,900
                 *WIND*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     XTO ENERGY CORP *XTO*            98385X106                          03/31/04            26,082
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Phillip R. Kevil ---
                       Withhold
                          We recommend  that  shareholders  vote FOR Scott
                          G.  Sherman  but  WITHHOLD  votes  from  all the
                          other nominees.  We recommend that  shareholders
                          WITHHOLD votes from affiliated  outsider Phillip
                          R.  Kevil for  failure to  establish  a majority
                          independent   board  and  for   standing  as  an
                          affiliated    outsider    on   the   Audit   and
                          Compensation  committees  and Bob R. Simpson for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Scott G. Sherman ---
                       For
                 1.3   Elect Director Bob R. Simpson ---
                       Withhold
                 2     Increase Authorized Common Stock      For        For                    Mgmt


06/03/04 - A     Zebra Technologies Corp.         989207105                          04/08/04             6,600
                 *ZBRA*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adopt Charter Language on Board       Against    Abstain                ShrHoldr
                       Diversity


05/10/04 - A     Zimmer Holdings Inc *ZMH*        98956P102                          03/15/04            15,300
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Larry C. Glasscock
                       --- Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  independent  outsiders John L.  McGoldrick
                          and Larry C.  Glasscock for failure to implement
                          the  proposal  to submit  the  company's  poison
                          pill to a shareholder vote.
                 1.2   Elect Director John L. McGoldrick
                       --- Withhold
                 2     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In  this  case,   the  company's  pill  was  not
                          approved  by  shareholders,  nor does it  embody
                          the  features  that we  recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder vote.
                 3     Ratify Auditors                       Against    For                    ShrHoldr
                          We  can  see  no   compelling   reason  why  the
                          company's  shareholders  should not be given the
                          right  to  a  non-binding  ratification  of  the
                          independent  auditor  selected by the  company's
                          audit committee.





                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

LB OPPORTUNITY GROWTH FUND (MERGED INTO THRIVENT MID CAP GROWTH FUND ON 7/17/2004)

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

09/18/03 - A     Activision, Inc. *ATVI*           004930202                         07/28/03            29,075
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert A. Kotick ---
                        For
                 1.2    Elect Director Brian G. Kelly ---
                        For
                 1.3    Elect Director Ronald Doornink ---
                        For
                 1.4    Elect Director Kenneth L. Henderson
                        --- For
                 1.5    Elect Director Barbara S. Isgur ---
                        For
                 1.6    Elect Director Steven T. Mayer ---
                        For
                 1.7    Elect Director Robert J. Morgado
                        --- For
                 2      Increase Authorized Preferred and     For        Against
                        Common Stock
                 3      Approve Omnibus Stock Plan            For        Against
                 4      Ratify Auditors                       For        For


08/05/03 - A     Alliant Techsystems Inc. *ATK*    018804104                         06/10/03             4,525
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                        Shareholder Proposal
                 3      Report on Space-Based Weapons         Against    Against


08/28/03 - A     American Woodmark Corp. *AMWD*    030506109                         06/30/03            10,700
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William F. Brandt,
                        Jr. --- For
                 1.2    Elect Director Daniel T. Carroll
                        --- For
                 1.3    Elect Director Martha M. Dally ---
                        Withhold
                          WITHHOLD  votes  from  Martha  M.  Dally for poor
                          attendance.
                 1.4    Elect Director James G. Davis ---
                        For
                 1.5    Elect Director James J. Gosa --- For
                 1.6    Elect Director Kent B. Guichard ---
                        For
                 1.7    Elect Director Kent J. Hussey ---
                        For
                 1.8    Elect Director G. Thomas McKane ---
                        For
                 1.9    Elect Director Neil P. DeFeo --- For
                 1.10   Elect Director C. Anthony
                        Wainwright --- For
                 2      Ratify Auditors                       For        For


09/23/03 - A     Asyst Technologies, Inc. *ASYT*   04648X107                         07/25/03            24,800
                 1      Elect Directors                       For        For
                 1.1    Elect Director Stephen S. Schwartz,
                        Ph.D. --- For
                 1.2    Elect Director P. Jackson Bell ---
                        For
                 1.3    Elect Director Stanley Grubel ---
                        For
                 1.4    Elect Director Robert A. McNamara
                        --- For
                 1.5    Elect Director Anthony E. Santelli
                        --- For
                 1.6    Elect Director Walter W. Wilson ---
                        For
                 1.7    Elect Director Tsuyoshi Kawanishi
                        --- For
                 2      Approve Omnibus Stock Plan            For        Against
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


07/30/03 - A     Christopher & Banks Corp *CBK*    171046105                         05/30/03             9,775
                 1      Elect Directors                       For        For
                 1.1    Elect Director William J. Prange
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director James J. Fuld, Jr.
                        --- For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Ratify Auditors                       For        Against


09/03/03 - A     Commonwealth Telephone            203349105                         06/20/03             7,300
                 Enterprises, Inc. *CTCO*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Walter Scott, Jr.
                        --- For
                 1.2    Elect Director David C. Mitchell
                        --- For
                 1.3    Elect Director David C. McCourt ---
                        Withhold
                          WITHHOLD  votes from David C. McCourt for failure
                          to establish an independent nominating committee.
                 1.4    Elect Director Daniel E. Knowles
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Convert Class B common shares into    For        For
                        common shares
                 4      Adjourn Meeting                       For        Against


09/04/03 - A     Exar Corporation *EXAR*           300645108                         07/11/03            23,200
                 1      Elect Director Dr. Frank P. Carrubba  For        For
                 2      Amend Non-Employee Director Stock     For        For
                        Option Plan


07/10/03 - A     MicroStrategy Inc. *MSTR*         594972408                         05/23/03            10,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Michael J. Saylor
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Sanju K.  Bansal  and  Michael  J.
                          Saylor,  from  whom  we  recommend   shareholders
                          WITHHOLD   votes  for  failure  to  establish  an
                          independent nominating committee.
                 1.2    Elect Director Sanju K. Bansal ---
                        Withhold
                 1.3    Elect Director David B. Blundin ---
                        For
                 1.4    Elect Director F. David Fowler ---
                        For
                 1.5    Elect Director Carl J. Rickertsen
                        --- For
                 1.6    Elect Director Stuart B. Ross ---
                        For
                 1.7    Elect Director Ralph S. Terkowitz
                        --- For
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For


09/26/03 - A     Polymedica Corp. *PLMD*           731738100                         08/08/03            13,600
                 1      Elect Directors                       For        For
                 1.1    Elect Director Daniel S. Bernstein,
                        M.D. --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  independent   director  Walter  R.
                          Maupay,   Jr..  We  recommend  that  shareholders
                          WITHHOLD  votes  from  Audit   Committee   member
                          Walter  R.  Maupay,   Jr.  for  paying  excessive
                          non-audit fees.
                 1.2    Elect Director Herbert A. Denton
                        --- For
                 1.3    Elect Director Walter R. Maupay,
                        Jr. --- For
                 2      Ratify Auditors                       For        For


07/24/03 - A     Radiant Systems, Inc. *RADS*      75025N102                         06/16/03            25,800
                 1      Elect Directors                       For        Withhold
                 1.1    Elect Director Erez Goren ---
                        Withhold
                          We  recommend  withholding  votes from all of the
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  insider  Erez  Goren  for
                          standing  as  an  insider  on  the   Compensation
                          Committee   and  for  failure  to   establish  an
                          independent  nominating  committee,  and  insider
                          Alon   Goren  for   failure   to   establish   an
                          independent nominating committee.
                 1.2    Elect Director Alon Goren ---
                        Withhold


09/18/03 - A     Roxio, Inc. *ROXI*                780008108                         07/24/03            64,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Joseph C.
                        Kaczorowski --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of Joseph C. Kaczorowski.  We recommend
                          that  shareholders  WITHHOLD votes from Joseph C.
                          Kaczorowski for poor attendance.
                 1.2    Elect Director Brian C. Mulligan
                        --- For
                 2      Approve Stock Option Plan             For        Against
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


07/16/03 - A     SeaChange International Inc.      811699107                         05/22/03            23,900
                 *SEAC*
                 1      Elect Director William C.             For        Withhold
                        Styslinger, III
                          We recommend  that  shareholders  WITHHOLD  votes
                          from  insider  William  C.  Styslinger,  III  for
                          failure to  establish an  independent  nominating
                          committee
                 2      Amend Employee Stock Purchase Plan    For        For


08/08/03 - A     The Med-Design Corp. *MEDC*       583926100                         06/09/03            23,000
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Joseph N.
                        Bongiovanni, III --- Withhold
                          We recommend that  shareholders vote FOR Pasquale
                          L. Vallone,  but WITHHOLD  votes from  affiliated
                          outsider  Gilbert  M.  White for  standing  as an
                          affiliated   outsider  on  the  Compensation  and
                          Nominating   committees  and  insider  Joseph  N.
                          Bongiovanni,  III for  standing  as an insider on
                          the Nominating Committee.
                 1.2    Elect Director Pasquale L. Vallone
                        --- For
                 1.3    Elect Director Gilbert M. White ---
                        Withhold
                 2      Ratify Auditors                       For        For


07/01/03 - A     The Men's Wearhouse, Inc. *MW*    587118100                         05/14/03            18,400
                 1      Elect Directors                       For        Split
                 1.1    Elect Director George Zimmer --- For
                 1.2    Elect Director David H. Edwab ---
                        For
                 1.3    Elect Director Rinaldo S. Brutoco
                        --- Withhold
                          WITHHOLD   votes  from  Rinaldo  S.  Brutoco  for
                          standing  as  an   affiliated   outsider  on  the
                          Compensation   and   Nominating   and   Corporate
                          Governance committees.
                 1.4    Elect Director Michael L. Ray,
                        Ph.D. --- Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Michael  L.  Ray,  Ph.D.  for  paying   excessive
                          non-audit fees.
                 1.5    Elect Director Sheldon I. Stein ---
                        Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Sheldon I. Stein for paying  excessive  non-audit
                          fees.
                 1.6    Elect Director Kathleen Mason ---
                        Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Kathleen  Mason for  paying  excessive  non-audit
                          fees.
                        Shareholder Proposal
                 2      Implement and Monitor Code of         Against    Against
                        Corporate Conduct - ILO Standards
                        Management Proposal
                 3      Ratify Auditors                       For        Against


07/09/03 - A     United Therapeutics Corp.         91307C102                         05/12/03            19,200
                 *UTHR*
                 1      Elect Directors                       For        For


08/08/03 - A     Zoran Corp. *ZRAN*                98975F101                         06/30/03            16,700
                 1      Approve Merger Agreement              For        For
                 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
                 4      Amend Employee Stock Purchase Plan    For        For
                 5      Ratify Auditors                       For        For





                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

LB OPPORTUNITY GROWTH FUND (MERGED INTO THRIVENT MID CAP GROWTH FUND ON 7/17/2004)

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

12/29/03 - S     Activision, Inc. *ATVI*           004930202                         12/01/03            28,275
                 1      Increase Authorized Common Stock      For        For


11/06/03 - A     Aeroflex, Inc. *ARXX*             007768104                         10/09/03            59,900
                 1      Elect Directors                       For        For


10/09/03 - A     Agile Software Corp. *AGIL*       00846X105                         08/20/03            40,900
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


12/16/03 - A     Alexion Pharmaceuticals, Inc.     015351109                         10/23/03            27,800
                 *ALXN*
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For


10/22/03 - A     Applied Films Corp. *AFCO*        038197109                         09/05/03            15,200
                 1      Elect Director Thomas T. Edman        For        For
                 2      Elect Director Vincent Sollitto, Jr.  For        For
                 3      Elect Company Secretary               For        For
                 4      Approve Omnibus Stock Plan            For        For
                 5      Other Business                        For        Against


12/09/03 - S     Bank Of The Ozarks Inc. *OZRK*    063904106                         10/02/03             3,700
                 1      Increase Authorized Common Stock      For        For


12/11/03 - S     Business Objects S.A.             12328X107                         None                27,000
                        Special Meeting Agenda
                 1      Approve Acquisition of Crystal        For        For
                        Decsions Inc. and Approve Terms of
                        Merger Agreement
                 2      Approve Issuance of Up to 37          For        For
                        Million Shares in Connection with
                        Acquisition, and Amend Articles
                        Accordingly
                 3      Approve Issuance of Warrants to       For        For
                        Subscribe to Up to 15,000 Shares to
                        David J. Roux
                 4      Authorize Issuance of Up to 250,000   For        For
                        Shares Reserved for Business
                        Objects SA Employee Benefits Trust
                        for Use in 1995 International
                        Employee Stock Purchase Plan
                 5      Approve Issuance of Up to 50,000      For        For
                        Shares Reserved for Employees
                        Participating in Savings-Related
                        Share Purchase Plan
                 6      Authorize Issuance of Equity or       For        For
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 1.3 Million
                 7      Authorize Issuance of Equity or       For        For
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 1.3 Million
                 8      Amend 2001 Executive Stock Option     For        Against
                        Plan Re: Number of Available Shares
                 9      Elect David J. Roux as Director       For        For
                 10     Approve Increase in Director          For        For
                        Remuneration to Aggregate Amount of
                        EUR 350,000
                 11     Authorize Filing of Required          For        For
                        Documents/Other Formalities


12/09/03 - A     Cable Design Technologies Corp.   126924109                         10/22/03            51,400
                 *CDT*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Bryan C. Cressey ---
                        For
                 1.2    Elect Director Lance C. Balk ---
                        Withhold
                          WITHHOLD  votes from  Lance C. Balk for  standing
                          as  an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.3    Elect Director George Graeber ---
                        For
                 1.4    Elect Director Michael F.O. Harris
                        --- For
                 1.5    Elect Director Glenn Kalnasy --- For
                 1.6    Elect Director Ferdinand Kuznik ---
                        For
                 1.7    Elect Director Richard C. Tuttle
                        --- For
                 2      Ratify Auditors                       For        For


10/29/03 - A     CheckFree Corp. *CKFR*            162813109                         09/08/03            24,300
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                        Shareholder Proposal
                 3      Make Effort to Locate Women and       Against    Abstain
                        Minorities for Board Nomination


12/08/03 - A     Copart, Inc. *CPRT*               217204106                         10/13/03            42,200
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


10/28/03 - A     Cree, Inc. *CREE*                 225447101                         09/04/03            22,800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director F. Neal Hunter ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsiders  Robert J.
                          Potter,  Ph.D.,  William  J.  O'Meara,  James  E.
                          Dykes,  and Dolph W. von Arx. We  recommend  that
                          shareholders  WITHHOLD votes from Audit Committee
                          members  Robert  J.  Potter,  Ph.D.,  William  J.
                          O'Meara,  James E.  Dykes,  and  Dolph W. von Arx
                          for paying excessive non-audit fees.
                 1.2    Elect Director Charles M. Swoboda
                        --- For
                 1.3    Elect Director John W. Palmour,
                        Ph.D. --- For
                 1.4    Elect Director Dolph W. von Arx ---
                        Withhold
                 1.5    Elect Director James E. Dykes ---
                        Withhold
                 1.6    Elect Director William J. O'Meara
                        --- Withhold
                 1.7    Elect Director Robert J. Potter,
                        Ph.D. --- Withhold


12/09/03 - A     Datascope Corp. *DSCP*            238113104                         10/24/03            15,000
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan


10/30/03 - A     Digene Corp. *DIGE*               253752109                         09/09/03             6,900
                 1      Elect Directors                       For        For
                 1.1    Elect Director John H. Landon ---
                        For
                 1.2    Elect Director John J. Whitehead
                        --- For
                 2      Amend Omnibus Stock Plan              For        Against


10/30/03 - A     Electro Scientific Industries,    285229100                         09/04/03            13,600
                 Inc. *ESIO*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Richard J. Faubert
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Robert R. Walker and  Frederick A.
                          Ball.  We recommend  that  shareholders  WITHHOLD
                          votes  from  Audit  Committee  members  Robert R.
                          Walker   and   Frederick   A.  Ball  for   paying
                          excessive non-audit fees.
                 1.2    Elect Director Keith L. Thomson ---
                        For
                 1.3    Elect Director Jon D. Tompkins ---
                        For
                 1.4    Elect Director Frederick A. Ball
                        --- Withhold
                 1.5    Elect Director Robert R. Walker ---
                        Withhold
                 2      Amend Stock Option Plan               For        For


12/09/03 - A     Financial Federal Corp. *FIF*     317492106                         10/22/03            20,800
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/22/03 - A     Global Payments, Inc. *GPN*       37940X102                         08/25/03            16,800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Raymond L. Killian,
                        Jr. as Class I Director --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Gillian  H.
                          Denham. We recommend that  shareholders  WITHHOLD
                          votes from  Gillian H. Denham for  standing as an
                          affiliated   outsider  on  the  Compensation  and
                          Nominating committees.
                 1.2    Elect Director Michael W. Trapp as
                        Class II Director --- For
                 1.3    Elect Director Gerald J. Wilkins as
                        Class II Director --- For
                 1.4    Elect Director Alex W. Hart as
                        Class III Director --- For
                 1.5    Elect Director William I. Jacobs as
                        Class III Director --- For
                 1.6    Elect Director Gillian H. Denham as
                        Class III Director --- Withhold
                 1.7    Elect Director Alan M. Silberstein
                        as Class III Director --- For


11/18/03 - A     Globecomm Systems, Inc. *GCOM*    37956X103                         10/06/03            42,900
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/12/03 - A     Harman International              413086109                         09/15/03             2,500
                 Industries, Inc. *HAR*
                 1      Elect Directors                       For        For
                 2      Approve Stock Split                   For        For


10/29/03 - A     Integrated Circuit Systems,       45811K208                         09/19/03            12,800
                 Inc. *ICST*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Hock E. Tan ---
                        Withhold
                          We recommend  that  shareholders  vote FOR Nam P.
                          Suh, Ph.D.,  but WITHHOLD votes from insider Hock
                          E. Tan for failure to  establish  an  independent
                          nominating committee.
                 1.2    Elect Director Nam P. Suh, Ph.D.
                        --- For


11/06/03 - A     Lam Research Corp. *LRCX*         512807108                         09/12/03            25,400
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Approve Executive Incentive Bonus     For        For
                        Plan
                 4      Ratify Auditors                       For        For


11/17/03 - S     Mercury Computer Systems, Inc.    589378108                         10/03/03             8,000
                 *MRCY*
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Amend Stock Option Plan               For        For


10/29/03 - S     New York Community Bancorp,       649445103                         09/12/03            21,133
                 Inc. *NYB*
                 1      Approve Merger Agreement              For        For
                 2      Increase Authorized Common Stock      For        For


12/11/03 - A/S   Open Text Corp. *OTC*             683715106                         11/11/03            24,200
                        Management Proposals
                 1      Elect P. Thomas Jenkins, John         For        For
                        Shackleton, Randy Fowlie, Peter J.
                        Hoult, Brian Jackman, David
                        Johnston, Ken Olisa, Stephen J.
                        Sadler, Michael Slaunwhite as
                        Directors
                 2      Approve Auditors and Authorize        For        For
                        Board to Fix Remuneration of
                        Auditors
                        Shareholder Proposal
                 3      Make Effort to Locate Women for       Against    For
                        Board Nominations and Senior
                        Officer Positions
                        Management Proposal
                 4      Issue Shares in Connection with an    For        For
                        Acquisition


11/17/03 - S     Plato Learning, Inc. *TUTR*       72764Y100                         10/09/03            26,500
                 1      Issue Shares in Connection with an    For        For
                        Acquisition
                 2      Amend Omnibus Stock Plan              For        For


11/13/03 - A     Resmed, Inc. *RMD*                761152107                         09/15/03             9,300
                 1      Elect Directors                       For        For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Approve Increase in Non-Executive     For        For
                        Director Fees
                 4      Ratify Auditors                       For        For


12/05/03 - A     Sbs Broadcasting System           L8137F102                         10/07/03            34,200
                 S.A.(Formerly Scandinavian
                 Broadcasting *SBTV*
                 1      Presentation of Information Under     None       None
                        Article 57 of Luxembourg Company Law
                 2      Elect H. Sloan, M. Finkelstein, A.    For        For
                        Ghee, H. Kloiber, B. Lorenz, E.
                        McKinley, J. McNamara, S. O'Neill,
                        M. Schneider, and M. Tellenbach as
                        Directors
                 3      Authorize Share Repurchase Program    For        For
                 4      Approve Consolidated and              For        For
                        Unconsolidated Financial Statements
                        and Statutory Reports (Voting)
                 5      Confirm Determination by Board that   For        For
                        No Dividends Will be Distrubuted to
                        Shareholders
                 6      Discharge Board of Directors and      For        For
                        Statutory Auditors for Year Ended
                        Dec. 31, 2002
                 7      Appoint Ernst & Young as Auditors     For        For
                 8      Approve 2004 Share Incentive Plan     For        Against
                        and Authorize the Issuance of 2.5
                        Million Common Shares to Plan
                        Participants
                          The total  cost of the  company's  plans of 15.91
                          percent  is  above  the  allowable  cap for  this
                          company of 9.40 percent.


11/17/03 - S     Take-Two Interactive Software,    874054109                         10/06/03            12,100
                 Inc. *TTWO*
                 1      Increase Authorized Common Stock      For        For


12/03/03 - A     United Natural Foods, Inc.        911163103                         10/09/03            17,700
                 *UNFI*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


12/02/03 - A     Veritas DGC Inc. *VTS*            92343P107                         11/06/03            26,600
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Approve Option Exchange Program       For        For


10/23/03 - A     Verity, Inc. *VRTY*               92343C106                         08/26/03            24,800
                 1      Elect Directors                       For        For
                 1.1    Elect Director Anthony J.
                        Bettencourt --- For
                          We recommend that  shareholders  vote FOR Anthony
                          J.   Bettencourt,   but   WITHHOLD   votes   from
                          independent  outsider and Audit Committee  member
                          Stephen  A.   MacDonald   for  paying   excessive
                          non-audit fees.
                 1.2    Elect Director Stephen A. MacDonald
                        --- For
                 2      Ratify Auditors                       For        For


10/24/03 - S     Vimpel Communications Ao          68370R109                         09/08/03            11,800
                 1      Approve Acquisition of VimpelCom-R    For        For
                 2      Approve Acquisition of VimpelCom-R    For        For
                        as an Interested Party Transaction
                 3      Issue Shares in Connection with       For        For
                        Acquisition of VimpelCom-R
                 4      Approve Conversion of 3,320           For        For
                        VimpelCom-R Shares Owned by Eco
                        Telecom Ltd. into 7.3 Million
                        VimpelCom Shares as an Interested
                        Party Transaction
                 5      Approve Conversion of 1,659           For        For
                        VimpelCom-R Shares Owned by Telenor
                        East Invest AS into 3.6 Million
                        VimpelCom Shares as an Interested
                        Party Transaction





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

LB OPPORTUNITY GROWTH FUND (MERGED INTO THRIVENT MID CAP GROWTH FUND ON 7/17/2004)

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/11/04 - A     Cabot Corp. *CBT*                 127055101                         01/12/04            10,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Kennett F. Burnes
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of  affiliated  outsider  Roderick C.G.
                          MacLeod. We recommend that shareholders  WITHHOLD
                          votes from Roderick C.G.  MacLeod for standing as
                          an affiliated outsider on the Audit Committee.
                 1.2    Elect Director John S. Clarkeson
                        --- For
                 1.3    Elect Director Roderick C.G.
                        MacLeod --- Withhold
                 1.4    Elect Director Ronaldo H. Schmitz
                        --- For


01/29/04 - A     Candela Corp. *CLZR*              136907102                         12/20/03            33,900
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Kenneth D. Roberts
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of Gerard E. Puorro.  We recommend that
                          shareholders   WITHHOLD   votes  from  Gerard  E.
                          Puorro for failure to  establish  an  independent
                          nominating committee.
                 1.2    Elect Director Gerard E. Puorro ---
                        Withhold
                 1.3    Elect Director George A. Abe --- For
                 1.4    Elect Director Ben Bailey III ---
                        For
                 1.5    Elect Director Nancy Nager --- For
                 1.6    Elect Director Douglas W. Scott ---
                        For
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For


03/22/04 - S     Caremark Rx, Inc. *CMX*           141705103                         02/05/04            35,463
                 1      Increase Authorized Common Stock      For        For
                 2      Approve Issuance of Stock in          For        For
                        Connection with Merger Agreement
                 3      Increase Authorized Preferred Stock   For        Against
                          In this case,  management has stated that some of
                          the   shares   may  be  used   for   antitakeover
                          purposes,  namely  for the  shareholders'  rights
                          plan,  which was not  approved  by  shareholders.
                          Also,  given  that no shares of  preferred  stock
                          are  outstanding,  we do not believe the increase
                          is warranted.
                 4      Approve Omnibus Stock Plan            For        For
                 5      Allow Postponement or Adjournment     For        Against
                        of Special Meeting


03/25/04 - A     Coherent, Inc. *COHR*             192479103                         02/06/04             9,576
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Bernard J. Couillaud
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of  insiders   John  R.  Ambroseo  and
                          Bernard J.  Couillaud,  and affiliated  outsiders
                          Henry E.  Gauthier  and Robert J.  Quillinan.  We
                          recommend  shareholders  WITHHOLD votes from John
                          R.  Ambroseo,  Bernard  J.  Couillaud,  Henry  E.
                          Gauthier,  and Robert J. Quillinan for failure to
                          establish a majority  independent  board and also
                          from  Henry  E.   Gauthier  for  standing  as  an
                          affiliated  outsider on the Audit,  Compensation,
                          and Nominating committees.
                 1.2    Elect Director Henry E. Gauthier
                        --- Withhold
                 1.3    Elect Director John R. Ambroseo ---
                        Withhold
                 1.4    Elect Director Charles W. Cantoni
                        --- For
                 1.5    Elect Director John H. Hart --- For
                 1.6    Elect Director Robert J. Quillinan
                        --- Withhold
                 1.7    Elect Director Lawrence Tomlinson
                        --- For
                 1.8    Elect Director Frank P. Carrubba
                        --- For
                 2      Amend Stock Option Plan               For        For
                 3      Amend Stock Option Plan               For        For
                 4      Ratify Auditors                       For        For


03/12/04 - A     Continental Airlines, Inc.        210795308                         02/03/04            29,100
                 *CAL*
                 1      Elect Directors                       For        For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Ratify Auditors                       For        For
                 4      Retention of Rights Plan Agreement    For        Against
                          The  existing  shareholders  rights  plan  at the
                          company does not contain the  provisions  that we
                          consider as  important to prevent  rights  plan's
                          abuse. We therefore vote AGAINST this proposal.
                 5      Shareholder Imput on Poison Pill      Against    For
                        Provision
                 6      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


03/02/04 - A     Engineered Support Systems,       292866100                         01/16/04            22,200
                 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
                 3      Approve Stock Option Plan             For        For


02/04/04 - A     Florida Rock Industries, Inc.     341140101                         12/08/03             3,987
                 *FRK*
                 1      Elect Directors                       For        For


02/04/04 - A/S   Gildan Activewear, Inc. *GIL.A*   375916103                         12/29/03             8,700
                 1      Elect Robert M. Baylis, Glenn J.      For        For
                        Chamandy, H. Greg Chamandy, William
                        H. Houston, Pierre Robitaille,
                        Gerald H.B. Ross, Richard P.
                        Strubel and Edwin B. Tisch as
                        Directors
                 2      Amend Articles Re: Shareholder        For        For
                        meetings and Registered office
                        Location
                 3      Amend Bylaw One                       For        For
                 4      Amend Stock Option Plan to Change     For        For
                        the Name of the Plan and Allow the
                        Board to Grant Restricted Share
                        Units under the Plan
                 5      Appoint KPMG LLP as Auditors          For        For


01/28/04 - A     Hutchinson Technology             448407106                         12/04/03            18,000
                 Incorporated *HTCH*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director W. Thomas Brunberg
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions of  independent  outsiders  Richard B.
                          Solum, R. Frederick  McCoy,  Jr., Russell Huffer,
                          and  W.  Thomas   Brunberg.   We  recommend  that
                          shareholders  WITHHOLD  votes  from R.  Frederick
                          McCoy,   Jr.  for  poor   attendance   and  Audit
                          Committee  members  Richard  B.  Solum,   Russell
                          Huffer,   and  W.  Thomas   Brunberg  for  paying
                          excessive non-audit fees.
                 1.2    Elect Director Archibald Cox, Jr.
                        --- For
                 1.3    Elect Director Wayne M. Fortun ---
                        For
                 1.4    Elect Director Jeffrey W. Green ---
                        For
                 1.5    Elect Director Russell Huffer ---
                        Withhold
                 1.6    Elect Director R. Frederick McCoy,
                        Jr. --- Withhold
                 1.7    Elect Director William T. Monahan
                        --- For
                 1.8    Elect Director Richard B. Solum ---
                        Withhold
                 2      Ratify Auditors                       For        Against


02/10/04 - A     Jacobs Engineering Group Inc.     469814107                         01/05/04             4,800
                 *JEC*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


02/12/04 - A     Kronos Inc. *KRON*                501052104                         12/17/03            17,250
                 1      Elect Directors                       For        For
                 1.1    Elect Director Richard J. Dumler
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Samuel Rubinovitz
                        --- For
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For
                 4      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


03/18/04 - A     Martek Biosciences Corp. *MATK*   572901106                         01/23/04             4,973
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For


03/18/04 - A     Maximus Inc. *MMS*                577933104                         01/09/04            10,715
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Paul R. Lederer ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception of James R. Thompson,  Jr. We recommend
                          that  shareholders  WITHHOLD  votes from James R.
                          Thompson,  Jr. for poor attendance,  for standing
                          as an  affiliated  outsider  on the  Compensation
                          and  Nominating  committees,  and for  sitting on
                          more than six boards.
                 1.2    Elect Director Peter B. Pond --- For
                 1.3    Elect Director James R. Thompson,
                        Jr. --- Withhold
                 2      Amend Employee Stock Purchase Plan    For        For


02/25/04 - A     Microsemi Corp. *MSCC*            595137100                         01/09/04             5,535
                 1      Elect Directors                       For        Split
                 1.1    Elect Director James J. Peterson
                        --- For
                 1.2    Elect Director Nick E. Yocca ---
                        Withhold
                 1.3    Elect Director Thomas R. Anderson
                        --- For
                 1.4    Elect Director Dennis R. Leibel ---
                        For
                 1.5    Elect Director William E. Bendush
                        --- For
                 1.6    Elect Director William L. Healey
                        --- For
                 1.7    Elect Director Harold A. Blonquist
                        --- For


03/05/04 - A     NetScreen Technologies, Inc.      64117V107                         01/15/04            19,500
                 *NSCN*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/17/04 - A     OSI Pharmaceuticals, Inc.         671040103                         01/21/04            12,339
                 *OSIP*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Robert A. Ingram ---
                        For
                 1.2    Elect Director Colin Goddard, Ph.D.
                        --- For
                 1.3    Elect Director Edwin A. Gee, Ph.D.
                        --- Withhold
                 1.4    Elect Director Michael Atieh --- For
                 1.5    Elect Director G. Morgan Browne ---
                        For
                 1.6    Elect Director Daryl K. Granner,
                        M.D. --- For
                 1.7    Elect Director Walter M Lovenberg,
                        Phd --- For
                 1.8    Elect Director Viren Mehta --- For
                 1.9    Elect Director Sir Mark Richmond,
                        Phd --- For
                 1.10   Elect Director John P. White ---
                        Withhold
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For


01/26/04 - A     Photon Dynamics, Inc. *PHTN*      719364101                         12/10/03            10,502
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


03/24/04 - A     Photronics, Inc. *PLAB*           719405102                         02/12/04               100
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For


02/27/04 - A     Piedmont Natural Gas Co., Inc.    720186105                         01/09/04            11,100
                 *PNY*
                 A.1    Elect Director Jerry W. Amos          For        For
                 A.2    Elect Director D. Hayes Clement       For        For
                 A.3    Elect Director Thomas E. Skains       For        For
                 A.4    Elect Director Frank B. Holding, Jr.  For        For
                 A.5    Elect Director David E. Shi           For        For
                 B      Ratify Auditors                       For        For
                 C      Approve/Amend Executive Incentive     For        For
                        Bonus Plan


02/11/04 - A     Plexus Corp. *PLXS*               729132100                         12/12/03            19,299
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


01/30/04 - S     Radiant Systems, Inc. *RADS*      75025N102                         11/28/03            25,800
                 1      Approve Spin-Off Agreement            For        For


03/30/04 - A     Skyworks Solutions, Inc. *SWKS*   83088M102                         01/30/04            18,705
                 1      Elect Directors                       For        For
                 1.1    Elect Director Kevin L. Beebe ---
                        For
                 1.2    Elect Director Timothy R. Furey ---
                        For
                 1.3    Elect Director David J. Mclachlan
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


01/21/04 - A     Sonic Corp. *SONC*                835451105                         11/28/03            25,450
                 1      Elect Directors                       For        For
                 2      Other Business                        For        Against


01/12/04 - A     Starcraft Corp. *STCR*            855269106                         11/28/03            10,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director G. Raymond Stults
                        --- Withhold
                          WITHHOLD   votes  from  G.  Raymond   Stults  for
                          standing as an  affiliated  outsider on the Audit
                          and Compensation  committees,  and for failure to
                          establish an independent nominating committee.
                 1.2    Elect Director David L. Stewart ---
                        For
                 2      Issue Shares in Connection with an    For        For
                        Acquisition
                 3      Amend Omnibus Stock Plan              For        Against
                 4      Increase Authorized Common Stock      For        For
                 5      Ratify Auditors                       For        For


01/26/04 - A     Surmodics, Inc. *SRDX*            868873100                         12/12/03            12,100
                 1      Fix Number of Directors               For        For
                 2      Elect Directors                       For        For


02/25/04 - A     The Advisory Board Co *ABCO*      00762W107                         12/29/03             7,798
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/17/04 - S     Trident Microsystems, Inc.        895919108                         02/04/04            10,525
                 *TRID*
                 1      Increase Authorized Common Stock      For        For


01/15/04 - A     Tweeter Home Entertainment        901167106                         12/17/03                96
                 Group, Inc. *TWTR*
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Approve Issuance of Warrants          For        For
                 4      Ratify Auditors                       For        For


02/04/04 - A     Varian Inc *VARI*                 922206107                         12/12/03            13,700
                 1      Elect Directors                       For        For
                 1.1    Elect Director John G. McDonald ---
                        For
                 1.2    Elect Director Wayne R. Moon --- For
                 2      Approve/Amend Executive Incentive     For        For
                        Bonus 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.


02/10/04 - A     Varian Semiconductor Equipment    922207105                         12/15/03             7,300
                 Associates, Inc. *VSEA*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert W. Dutton ---
                        For
                          We recommend a vote FOR the directors.
                 2      Amend Omnibus Stock Plan              For        For
                          The cost  associated  with the  proposed  100,000
                          shares of performance units,  performance shares,
                          and/or   restricted  stock  is  included  in  the
                          calculations  below.  As such,  because the total
                          cost of the  company's  plans of 9.95  percent is
                          within  the  allowable  cap for this  company  of
                          12.31  percent,  we  recommend  a vote  FOR  this
                          proposal.
                 3      Amend Omnibus Stock Plan              For        For
                          The  total  cost of the  company's  plans of 9.95
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.
                 4      Ratify Auditors                       For        For





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

LB OPPORTUNITY GROWTH FUND (MERGED INTO THRIVENT MID CAP GROWTH FUND ON 7/17/2004)

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

04/15/04 - A     ADTRAN, Inc. *ADTN*              00738A106                          03/01/04             8,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Advanced Fibre Communications,   00754A105                          03/23/04            28,200
                 Inc. *AFCI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Advanced Neuromodulation         00757T101                          04/09/04             2,813
                 Systems, Inc. *ANSI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of 75,000,000 shares, is
                          above  the  allowable  threshold  of  46,250,000
                          shares.
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/12/04 - A     Advent Software, Inc. *ADVS*     007974108                          03/17/04            17,032
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        Against                Mgmt
                       Omnibus Stock Plan
                          The total cost of the  company's  plans of 24.50
                          percent  is  above  the  allowable  cap for this
                          company of 19.88 percent.
                 3     Amend Stock Option Plan               For        Against                Mgmt
                          The total cost of the  company's  plans of 23.63
                          percent  is  above  the  allowable  cap for this
                          company  of  19.88  percent.  Additionally,  the
                          plan  allows   repricing  of  underwater   stock
                          options without shareholder  approval,  which we
                          believe  reduces  the  incentive  value  of  the
                          plan.  Equity grants including stock options and
                          restricted stock to top five named
                 4     Ratify Auditors                       For        For                    Mgmt


06/08/04 - A     Affiliated Managers Group,       008252108                          04/21/04               700
                 Inc. *AMG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director William J. Nutt ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Richard  E.
                          Floor. We recommend that  shareholders  WITHHOLD
                          votes from  Richard E. Floor for  standing as an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Sean M. Healey ---
                       For
                 1.3   Elect Director Richard E. Floor ---
                       Withhold
                 1.4   Elect Director Stephen J. Lockwood
                       --- For
                 1.5   Elect Director Harold J. Meyerman
                       --- For
                 1.6   Elect Director Robert C. Puff, Jr.
                       --- For
                 1.7   Elect Director Dr. Rita M.
                       Rodriguez --- For


06/10/04 - A     Affymetrix Inc. *AFFX*           00826T108                          04/16/04             7,978
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Stephen P.A. Fodor,
                       Ph.D. --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders   Stephen  P.A.  Fodor,
                          Ph.D.  and  Susan  E.  Siegel,   and  affiliated
                          outsiders  David B. Singer and John D.  Diekman,
                          Ph.D. We recommend  that  shareholders  WITHHOLD
                          votes from John D. Diekman,  Ph.D.  for standing
                          as an  affiliated  outsider  on  the  Audit  and
                          Nominating  &  Corporate  Governance  committees
                          and  for   failure  to   establish   a  majority
                          independent   board.   We  also  recommend  that
                          shareholders   WITHHOLD   votes  from  David  B.
                          Singer for  standing as an  affiliated  outsider
                          on  the  Audit  Committee  and  for  failure  to
                          establish   a   majority    independent   board.
                          Finally,    we   recommend   that   shareholders
                          WITHHOLD  votes from Stephen P.A.  Fodor,  Ph.D.
                          and Susan E. Siegel for  failure to  establish a
                          majority independent board.
                 1.2   Elect Director Paul Berg, Ph.D. ---
                       For
                 1.3   Elect Director John D. Diekman,
                       Ph.D. --- Withhold
                 1.4   Elect Director Vernon R. Loucks,
                       Jr. --- For
                 1.5   Elect Director Susan E. Siegel ---
                       Withhold
                 1.6   Elect Director David B. Singer ---
                       Withhold
                 1.7   Elect Director John A. Young --- For
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 14.12  percent is above the allowable cap for
                          this company of 12.44 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Akamai Technologies, Inc.        00971T101                          03/31/04            15,750
                 *AKAM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Alexander's, Inc. *ALX*          014752109                          04/16/04             1,456
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael D.
                       Fascitelli --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of insider Michael D.  Fascitelli.  We
                          recommend that shareholders  WITHHOLD votes from
                          Michael D.  Fascitelli  for failure to establish
                          an independent nominating committee.
                 1.2   Elect Director David Mandelbaum ---
                       For
                 1.3   Elect Director Dr. Richard R. West
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Alexandria Real Estate           015271109                          03/29/04             3,600
                 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


05/19/04 - A     Align Technology, Inc. *ALGN*    016255101                          03/22/04            38,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/22/04 - A     American Eagle Outfitters,       02553E106                          04/30/04            15,770
                 Inc. *AEOS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Jon P. Diamond ---
                       Withhold
                          We recommend that  shareholders  vote FOR Janice
                          E. Page but  WITHHOLD  votes  from all the other
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from insider James V.  O'Donnell
                          and  affiliated  outsider  Jon  P.  Diamond  for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director James V. O'Donnell
                       --- Withhold
                 1.3   Elect Director Janice E. Page ---
                       For
                 2     Expense Stock Options                 Against    For                    ShrHoldr
                          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.
                 3     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr


05/06/04 - A     American Medical Systems         02744M108                          03/19/04            26,000
                 Holdings, Inc. *AMMD*
                 1     Elect Directors                       For        For                    Mgmt


05/19/04 - A     AMR Corp. *AMR*                  001765106                          03/22/04            10,017
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gerard J. Arpey ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  Philip J.  Purcell,  from whom we
                          recommend   shareholders   WITHHOLD   votes  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation Committee.
                 1.2   Elect Director John W. Bachmann ---
                       For
                 1.3   Elect Director David L. Boren ---
                       For
                 1.4   Elect Director Edward A. Brennan
                       --- For
                 1.5   Elect Director Armando M. Codina
                       --- For
                 1.6   Elect Director Earl G. Graves ---
                       For
                 1.7   Elect Director Ann McLaughlin
                       Korologos --- For
                 1.8   Elect Director Michael A. Miles ---
                       For
                 1.9   Elect Director Philip J. Purcell
                       --- Withhold
                 1.10  Elect Director Joe M. Rodgers ---
                       For
                 1.11  Elect Director Judith Rodin, Ph.D.
                       --- For
                 1.12  Elect Director Roger T. Staubach
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Affirm Nonpartisan Political Policy   Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.  We  support  this  proposal  and  we
                          commend the company  for  agreeing to  implement
                          this proposal.


05/26/04 - A     ArthroCare Corp. *ARTC*          043136100                          04/26/04            23,678
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 23.35
                          percent  is  above  the  allowable  cap for this
                          company of 16.65 percent.  We also note that the
                          named   officers   received   approximately   54
                          percent   of  the  total   stock   options   and
                          restricted stock granted in 2003.
                 4     Approve Non-Employee Director         For        Against                Mgmt
                       Omnibus Stock Plan
                          The total cost of the  company's  plans of 20.60
                          percent  is  above  the  allowable  cap for this
                          company of 16.65 percent.
                 5     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Astoria Financial Corp. *AF*     046265104                          03/26/04            13,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     August Technology Corporation    05106U105                          03/04/04            14,800
                 *AUGT*
                 1     Fix Number of Directors               For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Avid Technology, Inc. *AVID*     05367P100                          03/31/04            11,148
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Avocent Corporation *AVCT*       053893103                          04/30/04            18,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Bank of The Ozarks, Inc.         063904106                          03/05/04             1,283
                 *OZRK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


05/27/04 - A     Bright Horizons Family           109195107                          04/01/04             9,807
                 Solutions, Inc. *BFAM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt


06/25/04 - A     BriteSmile, Inc. *BSML*          110415205                          04/16/04            18,450
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Anthony M. Pilaro
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions   of   affiliated   outsiders   Harry
                          Thompson,  Peter  Schechter,  R. Eric Montgomery
                          and  Anthony  M.  Pilaro,   and  insiders  Bruce
                          Fleming,  John L. Reed and Dr.  Julian  Feneley.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Harry  Thompson  and Peter  Schechter  for
                          standing   as   affiliated   outsiders   on  the
                          Compensation    Committee,    for   failure   to
                          establish an  independent  nominating  committee
                          and  for   failure  to   establish   a  majority
                          independent   board.   We  also  recommend  that
                          shareholders  WITHHOLD votes from Bruce Fleming,
                          R. Eric  Montgomery,  John L. Reed,  Dr.  Julian
                          Feneley,  and  Anthony M.  Pilaro for failure to
                          establish an  independent  nominating  committee
                          and  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director Bradford G. Peters
                       --- For
                 1.3   Elect Director Peter Schechter ---
                       Withhold
                 1.4   Elect Director Dr. Julian Feneley
                       --- Withhold
                 1.5   Elect Director John L. Reed ---
                       Withhold
                 1.6   Elect Director R. Eric Montgomery
                       --- Withhold
                 1.7   Elect Director Harry Thompson ---
                       Withhold
                 1.8   Elect Director Gerald Poch --- For
                 1.9   Elect Director L. Tim Pierce --- For
                 1.10  Elect Director Bruce Fleming ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


04/27/04 - A     Brooks Automation, Inc. *BRKS*   114340102                          03/05/04            28,299
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/05/04 - A     Bruker Biosciences Corp.         116794108                          04/02/04            56,198
                 *BRKR*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank H. Laukien,
                       Ph.D. --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of insider Frank H. Laukien,  Ph.D. We
                          recommend that shareholders  WITHHOLD votes from
                          Frank  H.   Laukien,   Ph.D.   for   failure  to
                          establish an independent nominating committee.
                 1.2   Elect Director M. Christopher
                       Canavan, Jr. --- For
                 1.3   Elect Director Taylor J. Crouch ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Business Objects S.A.            12328X107                          05/18/04               377
                       Meeting for Holders of ADRs
                 1     RE-AFFIRMATION OF THE PRICE-SETTING   For        For                    Mgmt
                       CONDITIONS OF ORDINARY SHARES
                       RESERVED FOR ISSUANCE UNDER THE
                       1995 INTERNATIONAL EMPLOYEE STOCK
                       PURCHASE PLAN.
                 2     TO INCREASE THE SHARE CAPITAL         For        For                    Mgmt
                       THROUGH THE ISSUANCE OF UP TO
                       325,000 ORDINARY SHARES
                 3     TO INCREASE THE SHARE CAPITAL         For        For                    Mgmt
                       THROUGH THE ISSUANCE UP TO 475,000
                       ORDINARY SHARES
                 4     TO INCREASE SHARE CAPITAL BY          For        Against                Mgmt
                       ISSUANCE OF 2,500,000 ORDINARY
                       SHARES
                          The plan does not contain some  elements that we
                          favor  in  a  standard  French  executive  stock
                          option   plan.   The  total   number  of  shares
                          reserved  for the  company's  stock option plans
                          exceeds   our    recommended    guidelines   for
                          growth-oriented    companies.   Our   guidelines
                          provide  that  shares  reserved  for  all  share
                          options  plans  may not  exceed  10  percent  of
                          company's  issued  share  capital.  Finally,  we
                          believe  that options for  management  should be
                          used as  incentives  and not as alternate  forms
                          of  compensation,  and  thus  we  disapprove  of
                          options   being   granted  to  management  at  a
                          discount.   Because  we  believe   that  options
                          granted to  management  should  serve  solely as
                          incentives,  we do not recommend supporting this
                          plan,   which  provides  for  option  grants  to
                          management at a discount of up to 15 percent.
                 5     TO AMEND THE 2001 STOCK OPTION PLAN   For        Against                Mgmt
                          To keep with our vote recommendation  under Item
                          4  above,  we  recommend  shareholders  to  vote
                          against this request as well.
                 6     TO ISSUE ORDINARY SHARES OR WITH      For        For                    Mgmt
                       PREFERENTIAL SUBSCRIPTION RIGHTS
                 7     TO ISSUE ORDINARY SHARES WITHOUT      For        For                    Mgmt
                       PREFERENTIAL SUBSCRIPTION RIGHTS
                 8     TO INCREASE THE SHARE CAPITAL OF      For        For                    Mgmt
                       THE COMPANY BY INCORPORATION OF
                       RESERVES, PROFITS OF PREMIUMS
                 9     TO INCREASE THE SHARE CAPITAL         For        Against                Mgmt
                       RESERVED FOR SUBSCRIPTION BY
                       QUALIFIED INSTITUTIONAL BUYERS
                          A  potential  capital  increase of 22 percent of
                          issued    capital   falls   within   the   limit
                          recommended  by our  guidelines  for requests to
                          issue   capital   without   preemptive   rights.
                          Because  we  believe   that   approval  of  this
                          request   would   provide   the   company   with
                          excessive   discretion   as  to  determine   the
                          beneficiaries  of  this  capital  increase,  and
                          because  we do  not  support  issuances  without
                          preemptive   rights  at  a  discount  to  market
                          value,  we recommend  that  shareholders  do not
                          support this proposal.
                 10    TO INCREASE THE SHARE CAPITAL         For        Against                Mgmt
                       RESERVED FOR SUBSCRIPTION BY
                       PRESENT AND FUTURE MEMEBERS OF THE
                       BOARD
                          The  potential  dilution  to  result  from  this
                          issuance  represents  a capital  increase of 0.3
                          percent over  currently  issued  share  capital.
                          While   the   dilution   resulting   from   this
                          particular  issuance  is low,  when  taking into
                          account  the number of shares  reserved  for the
                          company's   other   option  plans  and  warrants
                          plans,   the  potential   dilution   exceeds  10
                          percent.  Therefore,  we recommend  shareholders
                          to vote against this request.
                 11    APPROVAL OF THE AMENDMENT OF THE      For        Against                Mgmt
                       ARTICLES OF ASSOCIATION OF THE
                       COMPANY
                          Because we do not support the new  definition of
                          related  party   transaction,   and  because  we
                          believe  that  having  shareholders  inform  the
                          company  within five  trading days of reaching a
                          shareholding  threshold of 5 percent  instead of
                          15  days is a  constraint  on  shareholders,  we
                          recommend a vote against this proposal.
                 12    APPROVAL OF THE AMENDMENT OF THE      For        Against                Mgmt
                       NINETEENTH PARAGRAPH OF THE ARTICLE
                       6 OF THE ARTICLES OF ASSOCIATION
                       RELATING TO THE CANCELLATION OF
                       WARRANTS
                          Given the  absence  of  additional  details,  we
                          recommend  shareholders  to  vote  against  this
                          request.
                 13    POWERS TO CARRY OUT REGISTRATIONS     For        For                    Mgmt
                       AND FORMALITIES


05/20/04 - A     C.H. Robinson Worldwide, Inc.    12541W100                          03/22/04            22,256
                 *CHRW*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/03/04 - A     Caliper Life Sciences Inc.       130872104                          04/13/04            67,300
                 *CALP*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     Career Education Corp. *CECO*    141665109                          03/23/04             5,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Caremark Rx, Inc. *CMX*          141705103                          04/01/04            22,799
                 1     Elect Directors                       For        For                    Mgmt


04/19/04 - A     Cathay General Bancorp *CATY*    149150104                          03/05/04             4,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Kelly L. Chan --- For
                          We  recommend  a vote  FOR  Kelly L.  Chan,  but
                          withhold votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          Dunson K.  Cheng for  standing  as an insider on
                          the  Compensation  Committee  and for failure to
                          establish a majority  independent board,  Joseph
                          C.H.   Poon  for   standing  as  an   affiliated
                          outsider  on  the  Compensation  and  Nominating
                          committees   and  for  failure  to  establish  a
                          majority  independent  board,  and  Thomas  C.T.
                          Chiu for standing as an  affiliated  outsider on
                          the  Compensation  Committee  and for failure to
                          establish a majority independent board.
                 1.2   Elect Director Dunson K. Cheng ---
                       Withhold
                 1.3   Elect Director Th9omas C.T. Chiu
                       --- Withhold
                 1.4   Elect Director Joseph C.H. Poon ---
                       Withhold


06/10/04 - A     Cell Genesys, Inc. *CEGE*        150921104                          04/23/04            18,700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Stephen A. Sherwin,
                       M.D. --- For
                 1.2   Elect Director David W. Carter ---
                       For
                 1.3   Elect Director Nancy M. Crowell ---
                       For
                 1.4   Elect Director James M. Gower ---
                       For
                 1.5   Elect Director John T. Potts, Jr.,
                       M.D. --- For
                 1.6   Elect Director Thomas E. Shenk,
                       Ph.D. --- For
                 1.7   Elect Director Eugene L. Step ---
                       For
                 1.8   Elect Director Inder M. Verma,
                       Ph.D. --- For
                 1.9   Elect Director Dennis L. Winger ---
                       For
                 2     Approve Stock Option Plan             For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/24/04 - A     Ceradyne, Inc. *CRDN*            156710105                          04/16/04             2,185
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt


05/28/04 - A     Cerner Corp. *CERN*              156782104                          04/02/04             2,683
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          The total cost of the  company's  plans of 20.78
                          percent  is  above  the  allowable  cap for this
                          company of 16.74 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


04/14/04 - A     Chattem, Inc. *CHTT*             162456107                          02/20/04             2,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Bill W. Stacy --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of insider Zan Guerry.  We  recommend
                          that  shareholders  WITHHOLD  votes from insider
                          Zan  Guerry  for   failure   to   establish   an
                          independent nominating committee.
                 1.2   Elect Director Zan Guerry ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Chemed Corp *CHE*                778787101                          03/19/04            14,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward L. Hutton ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  insiders   Timothy  S.   O'Toole,
                          Thomas C. Hutton,  Kevin J. McNamara,  Edward L.
                          Hutton and affiliated  outsiders George J. Walsh
                          III and  Sandra  E.  Laney.  We  recommend  that
                          shareholders  WITHHOLD  votes  from  Timothy  S.
                          O'Toole,  Thomas C. Hutton,  Kevin J.  McNamara,
                          Edward  L.   Hutton  and  Sandra  E.  Laney  for
                          failure  to  establish  a  majority  independent
                          board.  We  also  recommend  that   shareholders
                          WITHHOLD  votes  from  George  J.  Walsh III for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation  and Nominating  committees and for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Kevin J. McNamara
                       --- Withhold
                 1.3   Elect Director Donald Breen --- For
                 1.4   Elect Director Charles H. Erhart,
                       Jr. --- For
                 1.5   Elect Director Joel F. Gemunder ---
                       For
                 1.6   Elect Director Patrick P. Grace ---
                       For
                 1.7   Elect Director Thomas C. Hutton ---
                       Withhold
                 1.8   Elect Director Sandra E. Laney ---
                       Withhold
                 1.9   Elect Director Timothy S. O'Toole
                       --- Withhold
                 1.10  Elect Director Donald E. Saunders
                       --- For
                 1.11  Elect Director George J. Walsh III
                       --- Withhold
                 1.12  Elect Director Frank E. Wood --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Increase Authorized Common Stock      For        For                    Mgmt
                 5     Change Company Name                   For        For                    Mgmt


06/22/04 - A     Chico's FAS, Inc. *CHS*          168615102                          04/26/04            11,010
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Helene B. Gralnick
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  Scott A.  Edmonds  and
                          Helene   B.   Granick.    We   recommend    that
                          shareholders   WITHHOLD   votes  from  Scott  A.
                          Edmonds  and Helene B.  Granick  for  failure to
                          establish a majority independent board.
                 1.2   Elect Director Verna K. Gibson ---
                       For
                 1.3   Elect Director Betsy S. Atkins ---
                       For
                 1.4   Elect Director Scott A. Edmonds ---
                       Withhold
                 2     Change Range for Size of the Board    For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     ChoicePoint Inc. *CPS*           170388102                          03/10/04            11,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Deferred Compensation Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Coca-Cola Bottling Co.           191098102                          03/15/04             7,200
                 Consolidated *COKE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J. Frank Harrison
                       III --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of affiliated  outsider Carl Ware and
                          insiders   William   B.   Elmore  and  J.  Frank
                          Harrison  III. We  recommend  that  shareholders
                          WITHHOLD   votes   from   Carl   Ware  for  poor
                          attendance,  and from  William B.  Elmore and J.
                          Frank  Harrison  III for standing as insiders on
                          the Nominating Committee.
                 1.2   Elect Director H.W. Mckay Belk ---
                       For
                 1.3   Elect Director Sharon A. Decker ---
                       For
                 1.4   Elect Director William B. Elmore
                       --- Withhold
                 1.5   Elect Director James E. Harris ---
                       For
                 1.6   Elect Director Deborah S. Harrison
                       --- For
                 1.7   Elect Director Ned R. Mcwherter ---
                       For
                 1.8   Elect Director John W. Murrey, III
                       --- For
                 1.9   Elect Director Carl Ware ---
                       Withhold
                 1.10  Elect Director Dennis A. Wicker ---
                       For


04/22/04 - S     Cognex Corp. *CGNX*              192422103                          03/10/04             2,149
                 1     Elect Directors                       For        For                    Mgmt


05/26/04 - A     Cognizant Technology Solutions   192446102                          04/13/04            18,400
                 Corp. *CTSH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                       and Eliminate Class of Common Stock
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 15.89  percent is above the allowable cap for
                          this company of 12.74 percent.
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Columbia Sportswear Co. *COLM*   198516106                          03/15/04             9,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Commonwealth Telephone           203349105                          03/31/04            10,381
                 Enterprises, Inc. *CTCO*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/25/04 - A     Community Health Systems, Inc.   203668108                          03/31/04            16,000
                 *CYH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


06/09/04 - A     CoStar Group, Inc. *CSGP*        22160N109                          04/16/04             4,033
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael R. Klein ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions   of   independent   outsider   David
                          Bonderman  and  affiliated  outsider  Michael R.
                          Klein. We recommend that  shareholders  WITHHOLD
                          votes from David  Bonderman for poor  attendance
                          and from  Michael  R. Klein for  standing  as an
                          affiliated  outsider  on  the  Compensation  and
                          Nominating committees.
                 1.2   Elect Director Andrew C. Florance
                       --- For
                 1.3   Elect Director David Bonderman ---
                       Withhold
                 1.4   Elect Director Warren H. Haber ---
                       For
                 1.5   Elect Director Josiah O. Low, III
                       --- For
                 1.6   Elect Director Christopher J.
                       Nassetta --- For
                 1.7   Elect Director Catherine B.
                       Reynolds --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Covance Inc. *CVD*               222816100                          03/10/04             8,714
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Robert M. Baylis ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from independent  outsiders Irwin
                          Lerner  and  Robert M.  Baylis  for  failure  to
                          implement the board declassification proposal.
                 1.2   Elect Director Irwin Lerner ---
                       Withhold
                 2     Declassify the Board of Directors     Against    Against                ShrHoldr
                 3     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/06/04 - A     CTI Molecular Imaging, Inc.      22943D105                          03/02/04               961
                 *CTMI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wolf-Ekkehard Blanz
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions    of   Michael    E.    Phelps   and
                          Wolf-Ekkehard    Blanz.    We   recommend   that
                          shareholders  WITHHOLD  votes  from  Michael  E.
                          Phelps and  Wolf-Ekkehard  Blanz for  failure to
                          establish an independent nominating committee.
                 1.2   Elect Director Hamilton Jordan ---
                       For
                 1.3   Elect Director Michael E. Phelps
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


06/10/04 - A     Cubist Pharmaceuticals, Inc.     229678107                          04/12/04            10,233
                 *CBST*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


04/30/04 - A     Cumulus Media Inc. *CMLS*        231082108                          03/12/04            24,648
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Cymer, Inc. *CYMI*               232572107                          03/31/04             7,147
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Charles J. Abbe ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from Audit Committee  members and
                          independent  outsiders  Edward H. Braun for poor
                          attendance,   for  paying  excessive   non-audit
                          fees,  and for  failing  to remove a  dead-hand,
                          slow-hand,  or similar  feature in the company's
                          poison   pill,   Charles   J.  Abbe  for  paying
                          excessive  non-audit  fees,  and for  failing to
                          remove  a  dead-hand,   slow-hand,   or  similar
                          feature  in  the  company's   poison  pill,  and
                          Michael   R.   Gaulke   for   paying   excessive
                          non-audit  fees,  and for  failing  to  remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's  poison pill. From Peter J. Simone for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee,  and for failing to remove
                          a dead-hand,  slow-hand,  or similar  feature in
                          the company's  poison pill.  Lastly from insider
                          Robert P. Akins,  affiliated outsider William G.
                          Oldham,  independent  outsiders  Young K.  Sohn,
                          and Jon D.  Tompkins  for  failing  to  remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill.
                 1.2   Elect Director Robert P. Akins ---
                       Withhold
                 1.3   Elect Director Edward H. Braun ---
                       Withhold
                 1.4   Elect Director Michael R. Gaulke
                       --- Withhold
                 1.5   Elect Director William G. Oldham
                       --- Withhold
                 1.6   Elect Director Peter J. Simone ---
                       Withhold
                 1.7   Elect Director Young K. Sohn ---
                       Withhold
                 1.8   Elect Director Jon D. Tompkins ---
                       Withhold
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                          We  approve  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        Against                Mgmt
                          In this  case,  66.87  percent of the total fees
                          paid  to  the   auditor   is   attributable   to
                          non-audit  work.  This notably  disproportionate
                          fee arrangement could  significantly  impair the
                          auditor's independence.


05/26/04 - A     Cytyc Corporation *CYTC*         232946103                          04/05/04            35,958
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/24/04 - A     DaVita Inc. *DVA*                23918K108                          04/19/04            18,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Nancy-Ann Deparle
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider C.  Raymond
                          Larkin,   Jr.  We  recommend  that  shareholders
                          WITHHOLD votes from C. Raymond Larkin,  Jr., for
                          poor attendance.
                 1.2   Elect Director Richard B. Fontaine
                       --- For
                 1.3   Elect Director Peter T. Grauer ---
                       For
                 1.4   Elect Director Michele J. Hooper
                       --- For
                 1.5   Elect Director C. Raymond Larkin,
                       Jr. --- Withhold
                 1.6   Elect Director John M. Nehra --- For
                 1.7   Elect Director William L. Roper ---
                       For
                 1.8   Elect Director Kent J. Thiry --- For


05/17/04 - A     Dendrite International, Inc.     248239105                          03/22/04            22,946
                 *DRTE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John E. Bailye ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Patrick J.  Zenner.  We  recommend
                          that  shareholders  WITHHOLD  votes from Patrick
                          J. Zenner for sitting on more than six boards.
                 1.2   Elect Director John A. Fazio --- For
                 1.3   Elect Director Bernard M. Goldsmith
                       --- For
                 1.4   Elect Director Edward J. Kfoury ---
                       For
                 1.5   Elect Director Paul A. Margolis ---
                       For
                 1.6   Elect Director John H. Martinson
                       --- For
                 1.7   Elect Director Terence H. Osborne
                       --- For
                 1.8   Elect Director Patrick J. Zenner
                       --- Withhold


05/24/04 - A     Digital River, Inc. *DRIV*       25388B104                          03/29/04            23,958
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Joel A. Ronning ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Perry  W.
                          Steiner.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  Perry  W.   Steiner  for
                          standing as an affiliated  outsider on the Audit
                          and Nominating committees.
                 1.2   Elect Director Perry W. Steiner ---
                       Withhold
                 1.3   Elect Director J. Paul Thorin ---
                       For
                 2     Amend Stock Option Plan               For        Against                Mgmt
                          We evaluate  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 the  company's  plans  of  21.51
                          percent  is  above  the  allowable  cap for this
                          company of 12.79 percent.
                 3     Amend Stock Option Plan               For        Against                Mgmt
                          We evaluate proposed  amendments that expand the
                          types of  awards  availabe  for  grant  and 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 the  company's  plans
                          of 21.51  percent is above the allowable cap for
                          this company of 12.79 percent.
                 4     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Doral Financial Corp. *DRL*      25811P100                          03/12/04            15,029
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Increase Authorized Preferred Stock   For        Against                Mgmt
                          The requested  increase of 30,000,000 shares, is
                          above  the  allowable  threshold  of  22,000,000
                          shares.
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     DSP Group, Inc. *DSPG*           23332B106                          03/10/04            13,701
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     East West Bancorp, Inc. *EWBC*   27579R104                          03/26/04             3,375
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/15/04 - A     Embarcadero Technologies, Inc.   290787100                          04/27/04            26,998
                 *EMBT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/30/04 - A     Emmis Communications Corp.       291525103                          04/23/04            10,300
                 *EMMS*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Jeffrey H. Smulyan
                       --- Withhold
                          We recommend  shareholders  WITHHOLD  votes from
                          all of the nominees.  We recommend  shareholders
                          withhold votes from insiders  Jeffrey H. Smulyan
                          and  Walter  Z.   Berger  and  from   affiliated
                          outsider  Greg  A.   Nathanson  for  failure  to
                          establish  a  majority   independent   board  of
                          directors.
                 1.2   Elect Director Walter Z. Berger ---
                       Withhold
                 1.3   Elect Director Greg A. Nathanson
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/10/04 - A     EMS Technologies, Inc. *ELMG*    26873N108                          03/15/04            11,500
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Hermann Buerger ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes  from   independent   outsiders
                          Hermann  Buerger,  Robert  P.  Crozer,  John  P.
                          Frazee,  Jr.,  John R.  Kreick,  John B. Mowell,
                          Norman E.  Thagard,  John L.  Woodward,  Jr. and
                          insider  Alfred G.  Hansen for failing to remove
                          a dead-hand,  slow-hand,  or similar  feature in
                          the company's poison pill.
                 1.2   Elect Director Robert P. Crozer ---
                       Withhold
                 1.3   Elect Director John P. Frazee, Jr.
                       --- Withhold
                 1.4   Elect Director Alfred G. Hansen ---
                       Withhold
                 1.5   Elect Director John R. Kreick ---
                       Withhold
                 1.6   Elect Director John B. Mowell ---
                       Withhold
                 1.7   Elect Director Norman E. Thagard
                       --- Withhold
                 1.8   Elect Director John L. Woodward,
                       Jr. --- Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/26/04 - A     Epix Medical, Inc. *EPIX*        26881Q101                          03/31/04            29,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Change Company Name                   For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


06/03/04 - A     Equinix, Inc. *EQIX*             29444U502                          04/21/04             1,821
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gary Hromadko --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions     of     independent      outsiders
                          Michelangelo   Volpi   and  Scott   Kriens.   We
                          recommend that shareholders  WITHHOLD votes from
                          Michelangelo  Volpi  and Scott  Kriens  for poor
                          attendance.
                 1.2   Elect Director Scott Kriens ---
                       Withhold
                 1.3   Elect Director Andrew Rachleff ---
                       For
                 1.4   Elect Director Dennis Raney --- For
                 1.5   Elect Director Peter Van Camp ---
                       For
                 1.6   Elect Director Michelangelo Volpi
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt


05/11/04 - A     FARO Technologies, Inc. *FARO*   311642102                          03/17/04            10,832
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Norman Schipper,
                       Q.C. --- For
                 1.2   Elect Director John Caldwell --- For
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          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.


05/20/04 - A     FEI Company *FEIC*               30241L109                          03/22/04             2,315
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


04/27/04 - A     First Financial Bankshares,      32020R109                          03/15/04            16,361
                 Inc. (TX) *FFIN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


05/07/04 - A     First Horizon Pharmaceutical     32051K106                          04/02/04            16,955
                 *FHRX*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Patrick P. Fourteau
                       --- For
                          We  recommend  a vote FOR  Patrick P.  Fourteau,
                          but  WITHHOLD  votes from  independent  outsider
                          Jon S. Saxe for sitting on more than six boards.
                 1.2   Elect Director Jon S. Saxe ---
                       Withhold
                 2     Amend Stock Option Plan               For        Against                Mgmt
                          The total cost of the  company's  plans of 16.95
                          percent  is  above  the  allowable  cap for this
                          company of 12.99 percent.


04/21/04 - A     FLIR Systems, Inc. *FLIR*        302445101                          03/03/04             9,564
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt


05/18/04 - A     Forward Air Corporation *FWRD*   349853101                          03/10/04            34,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Approve Compensation Arrangement      For        For                    Mgmt
                       for Non-Employee Director


06/01/04 - A     Foundry Networks, Inc. *FDRY*    35063R100                          04/09/04            37,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Bobby R. Johnson,
                       Jr. --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  J.  Steven
                          Young. We recommend that  shareholders  WITHHOLD
                          votes from J. Steven Young for poor attendance.
                 1.2   Elect Director Andrew K. Ludwick
                       --- For
                 1.3   Elect Director Alfred J. Amoroso
                       --- For
                 1.4   Elect Director C. Nicholas Keating,
                       Jr. --- For
                 1.5   Elect Director J. Steven Young ---
                       Withhold
                 1.6   Elect Director Alan L. Earhart ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


06/03/04 - A     Gemstar - TV Guide               36866W106                          04/09/04            40,694
                 International, Inc. *GMST*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/28/04 - A     Gen-Probe, Inc. *GPRO*           36866T103                          04/15/04             2,871
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/23/04 - A     Genesco Inc. *GCO*               371532102                          04/20/04             9,912
                 1     Elect Directors                       For        For                    Mgmt


05/12/04 - A     Genesee & Wyoming Inc. *GWR*     371559105                          03/29/04            10,799
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Gentex Corp. *GNTX*              371901109                          03/19/04             6,142
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Getty Images, Inc. *GYI*         374276103                          03/19/04            18,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Greater Bay Bancorp *GBBK*       391648102                          03/31/04               709
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                Mgmt
                 6     Declassify the Board of Directors     Against    Against                ShrHoldr


04/28/04 - A     Helix Technology Corp. *HELX*    423319102                          03/08/04            13,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gideon Argov --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  Frank Gabron.
                          We recommend  that  shareholders  WITHHOLD votes
                          from Frank Gabron for standing as an  affiliated
                          outsider on the Audit Committee.
                 1.2   Elect Director Frank Gabron ---
                       Withhold
                 1.3   Elect Director Robert H. Hayes ---
                       For
                 1.4   Elect Director Robert J. Lepofsky
                       --- For
                 1.5   Elect Director Marvin G. Schorr ---
                       For
                 1.6   Elect Director Alfred Woollacott,
                       III --- For
                 1.7   Elect Director Mark S. Wrighton ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


06/02/04 - A     Hibbett Sporting Goods, Inc.     428565105                          04/05/04            16,360
                 *HIBB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


05/20/04 - A     Hughes Supply, Inc. *HUG*        444482103                          03/26/04            10,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John D. Baker II ---
                       For
                 1.2   Elect Director Dale E. Jones --- For
                 1.3   Elect Director William P. Kennedy
                       --- For
                 1.4   Elect Director Patrick J. Knipe ---
                       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.


05/18/04 - A     Hydril Company *HYDL*            448774109                          03/23/04            22,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Kenneth S. McCormick
                       --- For
                          We  recommend  a vote FOR  Kenneth S.  McCormick
                          but WITHHOLD votes from all the other  nominees.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  independent  outsider Lew O. Ward for poor
                          attendance,  and  from  insider  Christopher  T.
                          Seaver for failure to establish  an  independent
                          nominating committee.
                 1.2   Elect Director Christopher T.
                       Seaver --- Withhold
                 1.3   Elect Director Lew O. Ward ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     IBERIABANK Corp. *IBKC*          450828108                          03/16/04             6,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Elaine D. Abell ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Larrey  G.
                          Mouton. We recommend that shareholders  WITHHOLD
                          votes  from  Larrey G.  Mouton  for  failure  to
                          establish an independent nominating committee.
                 1.2   Elect Director William H.
                       Fenstermaker --- For
                 1.3   Elect Director Larrey G. Mouton ---
                       For
                 1.4   Elect Director O. Miles Pollard ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Inamed Corp. *IMDC*              453235103                          04/12/04             4,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Nicholas L. Teti ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Malcolm  R.
                          Currie,  Ph.D..  We recommend that  shareholders
                          WITHHOLD  votes from  Malcolm R.  Currie,  Ph.D.
                          for  standing as an  affiliated  outsider on the
                          Audit and Nominating committees.
                 1.2   Elect Director James E. Bolin ---
                       For
                 1.3   Elect Director Malcolm R. Currie,
                       Ph.D. --- Withhold
                 1.4   Elect Director John C. Miles II ---
                       For
                 1.5   Elect Director Mitchell S.
                       Rosenthal, M.D. --- For
                 1.6   Elect Director Joy A. Amundson ---
                       For
                 1.7   Elect Director Terry E. Vandewarker
                       --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Restricted Stock Plan           For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/29/04 - A     Insight Enterprises, Inc.        45765U103                          03/04/04            46,300
                 *NSIT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Inspire Pharmaceuticals *ISPH*   457733103                          04/12/04               400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Christy L. Shaffer
                       --- Withhold
                          We  recommend  a  vote  FOR  Richard  Kent,  but
                          WITHHOLD votes from insider  Christy L. Shaffer.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Christy  L.  Shaffer  for  standing  as an
                          insider on the Nominating Committee.
                 1.2   Elect Director Richard Kent --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          Although the total cost of the  company's  plans
                          of 13.10  percent  is within the  allowable  cap
                          for  this  company  of 13.84  percent,  the plan
                          allows  repricing of  underwater  stock  options
                          without shareholder  approval,  which we believe
                          reduces the incentive value of the plan.


05/17/04 - A     Integra LifeSciences Holdings    457985208                          04/05/04             9,781
                 Corp. *IART*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David C. Auth --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Richard  E.
                          Caruso. We recommend that shareholders  WITHHOLD
                          votes from  Richard E. Caruso for standing as an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Keith Bradley --- For
                 1.3   Elect Director Richard E. Caruso
                       --- Withhold
                 1.4   Elect Director Stuart M. Essig ---
                       For
                 1.5   Elect Director Neal Moszkowski ---
                       For
                 1.6   Elect Director James M. Sullivan
                       --- For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Intermune Inc. *ITMN*            45884X103                          04/07/04             2,534
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Intrabiotics Pharmaceutical      46116T506                          04/26/04            11,236
                 *IBPI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Jack S. Remington
                       --- Withhold
                          We recommend  that  shareholders  vote FOR Kevin
                          C. Tang,  but  WITHHOLD  votes from  independent
                          outsider  Jack S.  Remington,  M.D. We recommend
                          that  shareholders  WITHHOLD  votes from Jack S.
                          Remington, M.D. for poor attendance.
                 1.2   Elect Director Kevin C. Tang --- For
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          The total cost of the  company's  plans of 56.04
                          percent  is  above  the  allowable  cap for this
                          company of 16.72 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Inverness Medical Innovations    46126P106                          04/01/04             4,436
                 Inc *IMA*
                 1     Elect Directors                       For        For                    Mgmt


05/05/04 - A     Investment Technology Group,     46145F105                          03/08/04            13,767
                 Inc. *ITG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/13/04 - A     Investors Financial Services     461915100                          02/20/04             7,308
                 Corp. *IFIN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Iron Mountain Inc. *IRM*         462846106                          04/05/04             5,122
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/06/04 - A     Itron, Inc. *ITRI*               465741106                          02/27/04            12,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/04/04 - A     ITT Educational Services, Inc.   45068B109                          03/05/04             5,900
                 *ESI*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Rene R. Champagne
                       --- For
                 1.2   Elect Director John F. Cozzi --- For
                 1.3   Elect Director James D. Fowler, Jr.
                       --- For
                 1.4   Elect Director Harris N. Miller ---
                       For
                 2     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of  200,000,000  shares,
                          is above the allowable  threshold of 187,500,000
                          shares.


04/28/04 - A     J2 Global Communications, Inc.   46626E205                          03/15/04             1,158
                 *JCOM*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Douglas Y. Bech ---
                       For
                 1.2   Elect Director Robert J. Cresci ---
                       For
                 1.3   Elect Director John F. Rieley ---
                       Withhold
                 1.4   Elect Director Richard S. Ressler
                       --- Withhold
                 1.5   Elect Director Michael P. Schulhof
                       --- 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.


05/11/04 - A     Jarden Corp. *JAH*               471109108                          04/08/04            15,049
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Ian G.H. Ashken ---
                       For
                 1.2   Elect Director Richard L. Molen ---
                       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.


05/17/04 - A     JDA Software Group, Inc.         46612K108                          03/31/04            18,298
                 *JDAS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Kindred Healthcare, Inc.         494580103                          03/25/04             3,300
                 *KIND*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


06/16/04 - A     KYPHON INC *KYPH*                501577100                          04/20/04            20,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Leucadia National Corp. *LUK*    527288104                          04/08/04             4,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles to Extend Provisions   For        For                    Mgmt
                       that Restrict Accumulation of 5%
                       Common Stock
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Lexar Media, Inc. *LEXR*         52886P104                          03/29/04             6,163
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Lexicon Genetics, Inc. *LEXG*    528872104                          03/30/04            45,400
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Robert J. Lefkowitz,
                       M.D. --- Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  all of the  nominees.  We  recommend  that
                          shareholders   WITHHOLD  votes  from  Robert  J.
                          Lefkowitz,  M.D. for  standing as an  affiliated
                          outsider  on the  Nominating  Committee  and for
                          failure  to  establish  a  majority  independent
                          board,  and  from  affiliated  outsider  Alan S.
                          Nies,  M.D.  for failure to establish a majority
                          independent board.
                 1.2   Elect Director Alan S. Nies, M.D.
                       --- Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/15/04 - A     LifePoint Hospitals, Inc.        53219L109                          04/16/04             1,710
                 *LPNT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 5     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Linens 'n Things, Inc. *LIN*     535679104                          03/08/04            13,787
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


06/24/04 - A     Logitech International           541419107                          05/18/04            11,900
                       Meeting for Holders of ADRs
                 1     APPROVAL OF THE ANNUAL REPORT, THE    For        For                    Mgmt
                       CONSOLIDATED ACCOUNTS OF THE
                       LOGITECH GROUP AND ACCOUNTS OF
                       LOGITECH INTERNATIONAL SA FOR
                       FISCAL YEAR 2004. REPORT OF THE
                       STATUTORY AND GROUP AUDITORS
                 2     APPROPRIATION OF RETAINED EARNINGS    For        For                    Mgmt
                 3     AUTHORIZED INCREASE OF SHARE CAPITAL  For        For                    Mgmt
                 4     APPROVAL OF SHARE BUYBACK PROGRAM     For        For                    Mgmt
                 5     DISCHARGE OF THE BOARD OF DIRECTORS   For        For                    Mgmt
                 6     ELECTION TO THE BOARD OF DIRECTORS:   For        For                    Mgmt
                       ELECTION OF MONIKA RIBAR
                 7     ELECTION TO THE BOARD OF DIRECTORS:   For        For                    Mgmt
                       ELECTION OF SHIN ICHI OKAMOTO
                 8     ELECTION TO THE BOARD OF DIRECTORS:   For        For                    Mgmt
                       RE-ELECTION OF GUERRINO DE LUCA
                 9     ELECTION TO THE BOARD OF DIRECTORS:   For        For                    Mgmt
                       RE-ELECTION OF DANIEL BOREL
                 10    ELECTION OF AUDITORS                  For        For                    Mgmt


05/03/04 - A     Louisiana-Pacific Corp *LPX*     546347105                          03/05/04            11,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dustan E. McCoy ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception   of   affiliated   outsider   Lee  C.
                          Simpson.    We   recommend   that   shareholders
                          WITHHOLD  votes from Lee C. Simpson for standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.2   Elect Director Lee C. Simpson ---
                       Withhold
                 1.3   Elect Director Colin D. Watson ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Non-Employee Director           For        For                    Mgmt
                       Restricted Stock Plan
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 6     Ratify Auditors                       For        For                    Mgmt
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 8     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


05/25/04 - A     Macrovision Corp. *MVSN*         555904101                          03/31/04            12,469
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John O. Ryan ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  insiders  William A.  Krepick and
                          John O.  Ryan,  and  affiliated  outsiders  Matt
                          Christiano  and  Donna S.  Birks.  We  recommend
                          that  shareholders  WITHHOLD  votes from William
                          A.  Krepick,  John O.  Ryan and Matt  Christiano
                          for failure to establish a majority  independent
                          board.  We  also  recommend  that   shareholders
                          WITHHOLD  votes from Donna S. Birks for standing
                          as  an   affiliated   outsider   on  the  Audit,
                          Compensation  and Nominating  committees and for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director William A. Krepick
                       --- Withhold
                 1.3   Elect Director Matt Christiano ---
                       Withhold
                 1.4   Elect Director Donna S. Birks ---
                       Withhold
                 1.5   Elect Director William N. Stirlen
                       --- For
                 1.6   Elect Director Thomas Wertheimer
                       --- For
                 1.7   Elect Director Steven G. Blank ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     Manhattan Associates, Inc.       562750109                          03/31/04            12,218
                 *MANH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     Maverick Tube Corp. *MVK*        577914104                          03/05/04            21,697
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     MB Financial, Inc. *MBFI*        55264U108                          03/15/04             8,800
                 1     Elect Directors                       For        For                    Mgmt


05/27/04 - A     Medicines Company (The) *MDCO*   584688105                          04/16/04            15,488
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/27/04 - A     Metrologic Instruments, Inc.     591676101                          03/31/04            15,300
                 *MTLG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard C. Close ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception   of   affiliated   outsider   William
                          Rulon-Miller.  We  recommend  that  shareholders
                          WITHHOLD  votes from  William  Rulon-Miller  for
                          standing as an affiliated  outsider on the Audit
                          and  Compensation  committees,  for  failure  to
                          establish an  independent  nominating  committee
                          and  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director John H. Mathias ---
                       For
                 1.3   Elect Director William Rulon-Miller
                       --- Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     MGI Pharma, Inc. *MOGN*          552880106                          03/15/04             6,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Andrew J. Ferrara
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent   outsider  David  B.
                          Sharrock.   We   recommend   that   shareholders
                          WITHHOLD  votes from David B.  Sharrock for poor
                          attendance.
                 1.2   Elect Director Gilla Kaplan, Ph.D.
                       --- For
                 1.3   Elect Director Edward W. Mehrer ---
                       For
                 1.4   Elect Director Hugh E. Miller ---
                       For
                 1.5   Elect Director Leon O. Moulder, Jr.
                       --- For
                 1.6   Elect Director Lee J. Schroeder ---
                       For
                 1.7   Elect Director David B. Sharrock
                       --- Withhold
                 1.8   Elect Director Waneta C. Tuttle,
                       Ph.D. --- For
                 1.9   Elect Director Arthur L. Weaver,
                       M.D. --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     MIM Corporation *MIMS*           553044108                          04/02/04            30,642
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     MKS Instruments, Inc. *MKSI*     55306N104                          03/26/04            11,115
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James G. Berges ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Richard  S.
                          Chute. We recommend that  shareholders  WITHHOLD
                          votes from  Richard S. Chute for  standing as an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Richard S. Chute ---
                       Withhold
                 1.3   Elect Director Owen W. Robbins ---
                       For
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          The total cost of the  company's  plans of 39.74
                          percent  is  above  the  allowable  cap for this
                          company of 19.69 percent.
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 6     Ratify Auditors                       For        For                    Mgmt


06/11/04 - A     Nam Tai Electronics, Inc.        629865205                          05/07/04             9,258
                       Meeting for Holders of ADRs
                 1     Elect Directors                       For        For                    Mgmt
                 2     APPROVAL OF THE SELECTION DELOITTE    For        For                    Mgmt
                       TOUCHE TOHMATSU AS INDEPENDENT
                       ACCOUNTANTS OF THE COMPANY FOR THE
                       YEAR ENDING DECEMBER 31, 2004.


04/21/04 - A     Navigant Consulting Inc. *NCI*   63935N107                          03/08/04            21,193
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/17/04 - A     Nektar Therapeutics *NKTR*       640268108                          04/19/04            20,958
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Neurocrine Biosciences, Inc.     64125C109                          04/01/04             8,543
                 *NBIX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/19/04 - A     New York Community Bancorp,      649445103                          03/29/04            11,934
                 Inc. *NYB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     NII Holdings, Inc. *NIHD*        62913F201                          03/25/04             2,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Steven P. Dussek ---
                       Withhold
                          We  recommend  voting  FOR Steven  Shindler  and
                          withholding   votes  from  Steven   Dussek.   We
                          recommend that shareholders  WITHHOLD votes from
                          Steven P. Dussek for  standing as an  affiliated
                          outsider  on both  the  Audit  and  Compensation
                          committees.
                 1.2   Elect Director Steven M. Shindler
                       --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


05/18/04 - A     Noven Pharmaceuticals, Inc.      670009109                          04/07/04            17,500
                 *NOVN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     NPS Pharmaceuticals, Inc.        62936P103                          04/06/04             5,603
                 *NPSP*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Santo J. Costa ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   James  G.
                          Groninger.   We  recommend   that   shareholders
                          WITHHOLD  votes  from  James  G.  Groninger  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director John R. Evans --- For
                 1.3   Elect Director James G. Groninger
                       --- Withhold
                 1.4   Elect Director Hunter Jackson ---
                       For
                 1.5   Elect Director Joseph Klein III ---
                       For
                 1.6   Elect Director Donald E. Kuhla ---
                       For
                 1.7   Elect Director Thomas N. Parks ---
                       For
                 1.8   Elect Director Calvin R. Stiller
                       --- For
                 1.9   Elect Director Peter G. Tombros ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


06/04/04 - A     Oakley, Inc. *OO*                673662102                          03/31/04            31,159
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Jim Jannard --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of   independent   outsiders   Irene
                          Miller  and  Abbott  Brown.  We  recommend  that
                          shareholders    WITHHOLD    votes   from   Audit
                          Committee  members Irene Miller and Abbott Brown
                          for paying excessive non-audit fees.
                 1.2   Elect Director Link Newcomb --- For
                 1.3   Elect Director Abbott Brown ---
                       Withhold
                 1.4   Elect Director Lee Clow --- For
                 1.5   Elect Director Thomas Davin --- For
                 1.6   Elect Director Irene Miller ---
                       Withhold
                 2     Ratify Auditors                       For        Against                Mgmt
                          In this  case,  66.68  percent of the total fees
                          paid  to  the   auditor   is   attributable   to
                          non-audit  work.  This notably  disproportionate
                          fee arrangement could  significantly  impair the
                          auditor's independence.


05/06/04 - A     Odyssey Healthcare, Inc.         67611V101                          03/26/04            11,767
                 *ODSY*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard R. Burnham
                       --- Withhold
                          We  recommend  a vote FOR  Martin S.  Rash,  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          insiders   Richard  R.   Burnham  and  David  C.
                          Gasmire  for  failure  to  establish  a majority
                          independent board.
                 1.2   Elect Director David C. Gasmire ---
                       Withhold
                 1.3   Elect Director Martin S. Rash ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


06/23/04 - A     ONYX Pharmaceuticals, Inc.       683399109                          04/26/04             7,146
                 *ONXX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          Although the total cost of the  company's  plans
                          of 8.30 percent is within the  allowable cap for
                          this company of 13.27  percent,  the plan allows
                          repricing of underwater  stock  options  without
                          shareholder  approval,  which we believe reduces
                          the incentive value of the plan.
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 4     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     Oxford Health Plans, Inc.        691471106                          04/15/04             8,400
                 *OHP*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Kent J. Thirty ---
                       For
                          We  recommend  a vote  FOR  Kent J.  Thiry,  but
                          WITHHOLD   votes   from   affiliated    outsider
                          Benjamin H.  Safirstein,  M.D. We recommend that
                          shareholders  WITHHOLD  votes from  Benjamin  H.
                          Safirstein,  M.D.  for poor  attendance  and for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director B.H. Safirstein,
                       M.D. --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Divest from Tobacco Equities          Against    Against                ShrHoldr
                          Because  of the lack of company  investments  in
                          tobacco  equities,   restrictive   format,   and
                          potential financial impact of this proposal,  we
                          do not  recommend  shareholder  support for this
                          resolution.


05/19/04 - A     Pacific Sunwear of California,   694873100                          04/05/04            21,026
                 Inc. *PSUN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Packeteer, Inc. *PKTR*           695210104                          03/31/04            28,499
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Panera Bread Company *PNRA*      69840W108                          04/06/04             4,743
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Papa John *PZZA*                 698813102                          03/26/04             9,744
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director Stock   For        Against                Mgmt
                       Option Plan
                          The total cost of the  company's  plans of 10.86
                          percent  is  above  the  allowable  cap for this
                          company of 5.19 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     PEC Solutions, Inc. *PECS*       705107100                          03/29/04            15,409
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     Pegasus Solutions *PEGS*         705906105                          03/09/04            14,161
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Penn National Gaming, Inc.       707569109                          04/02/04            17,100
                 *PENN*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert P. Levy ---
                       Withhold
                          We recommend that  shareholders vote FOR Barbara
                          Z.    Shattuck,    but   WITHHOLD   votes   from
                          independent   outsider   Robert  P.   Levy.   We
                          recommend that shareholders  WITHHOLD votes from
                          Robert   P.  Levy  for   failing   to  remove  a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill.
                 1.2   Elect Director Barbara Z. Shattuck
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Pharmaceutical Product           717124101                          03/19/04            13,600
                 Development, Inc. *PPDI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Stuart Bondurant,
                       M.D. --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider   John  A.
                          McNeill,  Jr.  We  recommend  that  shareholders
                          WITHHOLD  votes  from John A.  McNeill,  Jr. for
                          standing as an affiliated  outsider on the Audit
                          and Compensation committees.
                 1.2   Elect Director Frederick Frank ---
                       For
                 1.3   Elect Director Terry Magnuson,
                       Ph.D. --- For
                 1.4   Elect Director Fredric N. Eshelman
                       --- For
                 1.5   Elect Director David L. Grange ---
                       For
                 1.6   Elect Director Ernest Mario, Ph.D.
                       --- For
                 1.7   Elect Director Marye Anne Fox ---
                       For
                 1.8   Elect Director Catherine M. Klema
                       --- For
                 1.9   Elect Director John A. McNeill, Jr.
                       --- 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.


05/25/04 - A     Pixelworks, Inc. *PXLW*          72581M107                          03/26/04            18,837
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Allen H. Alley ---
                       For
                 1.2   Elect Director Oliver D. Curme ---
                       For
                 1.3   Elect Director C. Scott Gibson ---
                       For
                 1.4   Elect Director Frank Gill --- For
                 1.5   Elect Director Steven J. Sharp ---
                       For
                 2     Amend Articles                        For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        Against                Mgmt
                          Despite the reasonable  offering  period,  we do
                          not support this  proposal  because the proposed
                          automatic  share increases would cause excessive
                          voting power dilution.


06/02/04 - A     Polycom, Inc. *PLCM*             73172K104                          04/09/04            16,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Betsy S. Atkins ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of William  A.  Owens.  We  recommend
                          that  shareholders  WITHHOLD  votes from William
                          A. Owens for  sitting on more than six boards at
                          the time of our analysis.
                 1.2   Elect Director John Seely Brown ---
                       For
                 1.3   Elect Director Robert C. Hagerty
                       --- For
                 1.4   Elect Director John A. Kelley, Jr.
                       --- For
                 1.5   Elect Director Michael R. Kourey
                       --- For
                 1.6   Elect Director Stanley J. Meresman
                       --- For
                 1.7   Elect Director William A. Owens ---
                       Withhold
                 1.8   Elect Director Durk I. Jager --- For
                 1.9   Elect Director Thomas G. Stemberg
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/03/04 - A     Power Integrations, Inc.         739276103                          04/12/04             1,556
                 *POWI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director R. Scott Brown ---
                       For
                          We  recommend  a vote  FOR R.  Scott  Brown  but
                          WITHHOLD votes from  affiliated  outsider Steven
                          J.  Sharp.   We  recommend   that   shareholders
                          WITHHOLD   votes   from   Steven  J.  Sharp  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director Steven J. Sharp ---
                       Withhold
                 2     Amend Stock Option Plan               For        Against                Mgmt
                          The total cost of the  company's  plans of 24.72
                          percent  is  above  the  allowable  cap for this
                          company  of  19.83  percent.  Additionally,  the
                          plan  allows   repricing  of  underwater   stock
                          options without shareholder  approval,  which we
                          believe reduces the incentive value of the plan.
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Pride International, Inc.        74153Q102                          03/22/04             2,412
                 *PDE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert L. Barbanell
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Ralph  D.
                          McBride.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  Ralph  D.   McBride  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation and Nominating committees.
                 1.2   Elect Director Paul A. Bragg --- For
                 1.3   Elect Director David A.B. Brown ---
                       For
                 1.4   Elect Director J.C. Burton --- For
                 1.5   Elect Director Jorge E. Estrada ---
                       For
                 1.6   Elect Director William E. Macaulay
                       --- For
                 1.7   Elect Director Ralph D. Mcbride ---
                       Withhold
                 1.8   Elect Director David B. Robson ---
                       For
                 2     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Prima Energy Corp. *PENG*        741901201                          04/12/04            22,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Priority Healthcare Corp.        74264T102                          03/18/04             5,837
                 *PHCC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


05/19/04 - A     Proassurance Corp *PRA*          74267C106                          03/31/04            11,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/26/04 - A     Proquest Company *PQE*           74346P102                          03/31/04            19,785
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David Bonderman ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsider  William J.
                          White and insider David Bonderman.  We recommend
                          that  shareholders  WITHHOLD  votes from William
                          J. White for standing as an affiliated  outsider
                          on the Audit  Committee and from David Bonderman
                          for  poor  attendance  and for  sitting  on more
                          than six boards.
                 1.2   Elect Director David G. Brown ---
                       For
                 1.3   Elect Director Alan W. Aldworth ---
                       For
                 1.4   Elect Director William E. Oberndorf
                       --- For
                 1.5   Elect Director James P. Roemer ---
                       For
                 1.6   Elect Director Gary L. Roubos ---
                       For
                 1.7   Elect Director Todd S. Nelson ---
                       For
                 1.8   Elect Director Linda G. Roberts ---
                       For
                 1.9   Elect Director William J. White ---
                       Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/18/04 - A     Province Healthcare Co. *PRV*    743977100                          03/23/04            27,037
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     QLT Inc. *QLT*                   746927102                          04/13/04             4,809
                 1     Approve Deloitte & Touche LLP as      For        For                    Mgmt
                       Auditors and Authorize Board to Fix
                       Remuneration of Auditors
                 2     Fix Number of Directors at Eight      For        For                    Mgmt
                 3     Elect Directors                       For        For                    Mgmt


05/18/04 - A     RadiSys Corp. *RSYS*             750459109                          03/22/04             2,842
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/17/04 - A     Redback Networks, Inc. *RBAK*    757209507                          03/24/04            45,177
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     Regeneration Technologies,       75886N100                          03/24/04            11,950
                 Inc. *RTIX*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Brian K. Hutchison
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of David  J.  Simpson.  We  recommend
                          that  shareholders  WITHHOLD votes from David J.
                          Simpson for standing as an  affiliated  outsider
                          on the Audit  Committee and David J. Simpson for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation Committee.
                 1.2   Elect Director David J. Simpson ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          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 14.63  percent is above the allowable cap for
                          this company of 11.42 percent.


06/11/04 - A     Regeneron Pharmaceuticals,       75886F107                          04/16/04            15,663
                 Inc. *REGN*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Leonard S.
                       Schleifer, M.D., Ph.D. --- Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  all of the  nominees.  We  recommend  that
                          shareholders   WITHHOLD   votes  from   insiders
                          Leonard S.  Schleifer,  M.D.,  Ph.D.,  George D.
                          Yancopoulos,   M.D.,   Ph.D.,   and   affiliated
                          outsider Eric M. Shooter,  Ph.D., for failure to
                          establish a majority independent board.
                 1.2   Elect Director Eric M. Shooter,
                       Ph.D. --- Withhold
                 1.3   Elect Director George D.
                       Yancopoulos, M.D., Ph.D. ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 21.07
                          percent  is  above  the  allowable  cap for this
                          company   of  14.70   percent.   Equity   grants
                          including  stock options,  restricted  stock and
                          other  forms of  long-term  incentive  awards to
                          top five  named  executive  officers  were 25.02
                          percent  of  the  total  shares  awarded  in the
                          current year.


06/03/04 - A     SafeNet, Inc. *SFNT*             78645R107                          05/06/04             3,882
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Salem Communications Corp.       794093104                          04/16/04            13,100
                 (CA) *SALM*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Stuart W. Epperson
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider   Eric  H.
                          Halvorson.   We  recommend   that   shareholders
                          WITHHOLD   votes  from  Eric  H.  Halvorson  for
                          standing as an affiliated  outsider on the Audit
                          Committee.
                 1.2   Elect Director Roland S. Hinz ---
                       For
                 1.3   Elect Director Edward G. Atsinger
                       III --- For
                 1.4   Elect Director Paul Pressler --- For
                 1.5   Elect Director Eric H. Halvorson
                       --- Withhold
                 1.6   Elect Director Richard A. Riddle
                       --- For
                 1.7   Elect Director Mr. Davenport+ ---
                       For
                 1.8   Elect Director Mr. Hodel+ --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Sandisk Corp. *SNDK*             80004C101                          03/30/04            16,347
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     SCP Pool Corp. *POOL*            784028102                          03/12/04            11,250
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/10/04 - A     Select Medical Corp. *SEM*       816196109                          03/26/04            45,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/25/04 - A     Serena Software, Inc. *SRNA*     817492101                          05/14/04            11,713
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Douglas D. Troxel
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  insider  Mark  E.  Woodward.   We
                          recommend that shareholders  WITHHOLD votes from
                          Mark E.  Woodward  for standing as an insider on
                          the Compensation Committee.
                 1.2   Elect Director Robert I. Pender,
                       Jr. --- For
                 1.3   Elect Director J. Hallam Dawson ---
                       For
                 1.4   Elect Director David G. DeWalt ---
                       For
                 1.5   Elect Director Mark E. Woodward ---
                       Withhold
                 1.6   Elect Director Carl Bass --- For
                 1.7   Elect Director Gregory J. Owens ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     Sierra Wireless Inc. *SW.*       826516106                          03/24/04             9,689
                 1     Elect Directors                       For        For                    Mgmt
                 2     Appoint KPMG LLP as Auditors and      For        For                    Mgmt
                       Authorize Board to Fix Remuneration
                       of Auditors


04/21/04 - A     Sigmatel Inc. *SGTL*             82661W107                          03/17/04            14,188
                 1     Elect Directors                       For        For                    Mgmt
                 2     Elect Director Robert T. Derby        For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Silgan Holdings Inc. *SLGN*      827048109                          04/16/04            13,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director R. Philip Silver ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  insider  R.  Philip  Silver.   We
                          recommend that shareholders  WITHHOLD votes from
                          R.  Philip  Silver for failure to  establish  an
                          independent nominating committee.
                 1.2   Elect Director William C. Jennings
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Silicon Laboratories, Inc.       826919102                          03/01/04             5,197
                 *SLAB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Spinnaker Exploration Company    84855W109                          03/12/04            13,900
                 *SKE*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     St. Mary Land & Exploration      792228108                          04/12/04            35,800
                 Co. *SM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Restricted Stock Plan         For        For                    Mgmt


05/19/04 - A     Station Casinos, Inc. *STN*      857689103                          03/26/04            19,990
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Lorenzo J. Fertitta
                       --- Withhold
                          We  recommend  a vote FOR James E. Nave,  D.V.M.
                          but WITHHOLD votes from all the other  nominees.
                          We recommend  that  shareholders  WITHHOLD votes
                          from insider  Lorenzo J. Fertitta and affiliated
                          outsider   Blake  L.   Sartini  for  failure  to
                          establish a majority independent board.
                 1.2   Elect Director Blake L. Sartini ---
                       Withhold
                 1.3   Elect Director James E. Nave,
                       D.V.M. --- For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/11/04 - A     Stericycle, Inc. *SRCL*          858912108                          03/15/04            16,549
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jack W. Schuler ---
                       For
                 1.2   Elect Director Mark C. Miller ---
                       For
                 1.3   Elect Director John P. Connaughton
                       --- For
                 1.4   Elect Director Rod F. Dammeyer ---
                       For
                 1.5   Elect Director Patrick F. Graham
                       --- For
                 1.6   Elect Director John Patience --- For
                 1.7   Elect Director Thomas R. Reusche
                       --- For
                 1.8   Elect Director Peter Vardy --- For
                 1.9   Elect Director L. John Wilkerson,
                       Ph.D. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Waste Incineration          Against    Against                ShrHoldr
                          In this case,  we note that the company does not
                          have a  formal  EHS  report;  however,  it  does
                          specifically   discuss   the   issue   of  waste
                          handling  and  disposal  in some  detail  on the
                          company's  website.  Moreover,  the  company has
                          taken   some   steps  in  the   development   of
                          alternative  methods of disposal  and  committed
                          to reducing the use of  incineration  as much as
                          possible  based on  applicable  regulations  and
                          the economic  viability these  alternatives.  We
                          believe  that these  factors are  indicative  of
                          the    company's    ongoing     evaluation    of
                          alternatives to incineration,  and demonstrate a
                          reasonable    approach   to   the    proponent's
                          concerns.  As such,  we do not believe  that the
                          requested report is necessary at this time.


05/20/04 - A     Stone Energy Corp. *SGY*         861642106                          03/25/04             5,179
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/12/04 - A     Sunrise Senior Living Inc.       86768K106                          03/16/04             7,740
                 *SRZ*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Craig R. Callen ---
                       Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  all of the  nominees.  We  recommend  that
                          shareholders   WITHHOLD  votes  from  affiliated
                          outsider  Craig R.  Callen and  insider  Paul J.
                          Klaassen  for  failure to  establish  a majority
                          independent board.
                 1.2   Elect Director Paul J. Klaassen ---
                       Withhold


06/17/04 - A     Take-Two Interactive Software,   874054109                          05/12/04             5,166
                 Inc. *TTWO*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/14/04 - A     Tekelec *TKLC*                   879101103                          03/22/04            13,444
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert V. Adams ---
                       For
                          We  recommend  a vote FOR Robert V.  Adams,  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          Daniel L. Brenner for standing as an  affiliated
                          outsider   on  the   Audit,   Compensation   and
                          Nominating   committees   and  for   failure  to
                          establish a majority  independent  board, Jon F.
                          Rager for standing as an affiliated  outsider on
                          the Audit and  Compensation  committees  and for
                          failure  to  establish  a  majority  independent
                          board,  and Martin A. Kaplan for  standing as an
                          affiliated outsider on the Nominating  Committee
                          and  for   failure  to   establish   a  majority
                          independent   board.   We  also  recommend  that
                          shareholders   WITHHOLD  votes  from  affiliated
                          outsider   Jean-Claude   Asscher   and   insider
                          Frederick  M. Lax for  failure  to  establish  a
                          majority independent board.
                 1.2   Elect Director Jean-Claude Asscher
                       --- Withhold
                 1.3   Elect Director Daniel L. Brenner
                       --- Withhold
                 1.4   Elect Director Martin A. Kaplan ---
                       Withhold
                 1.5   Elect Director Frederick M. Lax ---
                       Withhold
                 1.6   Elect Director Jon F. Rager ---
                       Withhold
                 2     Amend Stock Option Plan               For        Against                Mgmt
                          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 22.08  percent is above the allowable cap for
                          this company of 12.95 percent.
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 16.79  percent is above the allowable cap for
                          this company of 12.95 percent.
                 4     Amend Non-Employee Director Stock     For        Against                Mgmt
                       Option Plan
                          The total cost of the  company's  plans of 16.79
                          percent  is  above  the  allowable  cap for this
                          company of 12.95 percent.
                 5     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A/S   Telesystem International         879946606                          03/17/04            31,400
                 Wireless Inc. *TIW.*
                 1     To Elect Daniel Cyr, Jacques A.       For        For                    Mgmt
                       Drouin, Michael R. Hannon, C. Kent
                       Jespersen, Jonathan Charles
                       Carter-Meggs, Christian Salbaing
                       and Charles Sirois as Directors
                 2     Ratify Ernst & Young LLP Auditors     For        For                    Mgmt
                 3     Approve Restricted Share Unit Plan    For        Against                Mgmt
                          The total  cost of the  company's  plans of 7.13
                          percent  is  above  the  allowable  cap for this
                          company of 4.67  percent.  We also  oppose  this
                          plan because it would  appear that  non-employee
                          directors  participate in it on a  discretionary
                          basis.  This is a practice  which  gives rise to
                          the  possibility of self-dealing by directors in
                          equity-based  compensation.  This may  result in
                          compromised independence.


05/20/04 - A     Teletech Holdings, Inc. *TTEC*   879939106                          03/25/04            29,833
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adopt MacBride Principles             Against    Against                ShrHoldr


05/18/04 - A     Texas Capital Bancshares Inc     88224Q107                          03/29/04            26,400
                 *TCBI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Peter B. Bartholow
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent   outsiders  Ian  J.
                          Turpin,  James  Cleo  Thompson,   Jr.,  Lee  Roy
                          Mitchell,    Frederick   B.   Hegi,   Jr.,   and
                          affiliated   outsider   James   R.   Erwin.   We
                          recommend that shareholders  WITHHOLD votes from
                          Ian J.  Turpin,  James Cleo  Thompson,  Jr., Lee
                          Roy  Mitchell,  and  Frederick B. Hegi,  Jr. for
                          poor  attendance and James R. Erwin for standing
                          as an  affiliated  outsider on the  Compensation
                          Committee.
                 1.2   Elect Director Leo Corrigan, III
                       --- For
                 1.3   Elect Director James R. Erwin ---
                       Withhold
                 1.4   Elect Director J. M. (jody) Grant
                       --- For
                 1.5   Elect Director Frederick B. Hegi,
                       Jr. --- Withhold
                 1.6   Elect Director James R. Holland,
                       Jr. --- For
                 1.7   Elect Director George F. Jones, Jr.
                       --- For
                 1.8   Elect Director Larry A. Makel ---
                       For
                 1.9   Elect Director W.W. Mcallister III
                       --- For
                 1.10  Elect Director Lee Roy Mitchell ---
                       Withhold
                 1.11  Elect Director Steven P. Rosenberg
                       --- For
                 1.12  Elect Director John C. Snyder ---
                       For
                 1.13  Elect Director Robert W. Stallings
                       --- For
                 1.14  Elect Director James C. Thompson,
                       Jr. --- Withhold
                 1.15  Elect Director Ian J. Turpin ---
                       Withhold


05/17/04 - A     The Charles Schwab Corp. *SCH*   808513105                          03/18/04            18,998
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/18/04 - A     The Cheesecake Factory, Inc.     163072101                          03/31/04            14,924
                 *CAKE*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Thomas L. Gregory
                       --- Withhold
                          We support  the  proposed  corporate  governance
                          reforms  that  Culinary   Union  is  advocating.
                          While we note the  positive  steps  the  company
                          took   in   forming   a   Corporate   Governance
                          Committee  and  in  eliminating   the  slow-hand
                          provision in its poison pill, it considers  them
                          as  only  partial   response  to   shareholders'
                          mandate on the  governance  issues.  The company
                          in its  defense  points  out that the  proposals
                          did  not   receive   80  percent  of  the  votes
                          outstanding  which  is  required  to  amend  the
                          company's  bylaws  on some of  those  proposals.
                          However,   the   proposals   did  receive  clear
                          majority  of the  votes  cast.  In  light of the
                          majority  support,  we believe  that the company
                          should  have taken  additional  steps to respond
                          to  shareholders'   wishes.  Our  policy  is  to
                          withhold  votes from the  director  nominees  if
                          they  ignore  a  shareholder  proposal  that was
                          approved  by a  majority  of the votes  cast for
                          two consecutive  years.  However,  in this case,
                          given   that   the  no   vote   campaign   is  a
                          continuation  of  Culinary  Union's  advocacy of
                          corporate  governance  reforms which we support,
                          and the  company's  minimal  response to address
                          shareholders'  mandate of last year on  multiple
                          proposals,  we  recommend  a WITHHOLD  vote from
                          Thomas Gregory.
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


06/30/04 - A     The Men's Wearhouse, Inc. *MW*   587118100                          05/12/04             9,899
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director George Zimmer --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of Sheldon  I.  Stein.  We  recommend
                          that  shareholders  WITHHOLD  votes from Sheldon
                          I. Stein for standing as an affiliated  outsider
                          on the Audit and Compensation committees.
                 1.2   Elect Director David H. Edwab ---
                       For
                 1.3   Elect Director Rinaldo S. Brutoco
                       --- For
                 1.4   Elect Director Michael L. Ray,
                       Ph.D. --- For
                 1.5   Elect Director Sheldon I. Stein ---
                       Withhold
                 1.6   Elect Director Kathleen Mason ---
                       For
                 1.7   Elect Director Deepak Chopra, M.D.
                       --- For
                 1.8   Elect Director William B. Sechrest
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Implement ILO Based Code of Conduct   Against    Abstain                ShrHoldr
                 6     Require Two-Thirds Majority of        Against    For                    ShrHoldr
                       Independent Directors on Board
                          A substantial  majority independent board is one
                          way to assure that  shareholder  interests  will
                          be  adequately  represented  by a board  that is
                          independent  of managment and that does not have
                          an  interest in the company  that  differs  from
                          the interests of other shareholders.


05/27/04 - A     The Wet Seal, Inc. *WTSLA*       961840105                          04/09/04             4,902
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director George H. Benter,
                       Jr. --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions   of  affiliated   outsiders   Irving
                          Teitelbaum,  Alan Siegel,  and Stephen Gross. We
                          recommend that shareholders  WITHHOLD votes from
                          Irving  Teitelbaum,  Alan  Siegel,  and  Stephen
                          Gross for failure to  establish  an  independent
                          nominating committee.
                 1.2   Elect Director Barry J. Entous ---
                       For
                 1.3   Elect Director Stephen Gross ---
                       Withhold
                 1.4   Elect Director William F. Loeb ---
                       For
                 1.5   Elect Director Wilfred Posluns ---
                       For
                 1.6   Elect Director Alan Siegel ---
                       Withhold
                 1.7   Elect Director Irving Teitelbaum
                       --- Withhold


04/15/04 - A     TIBCO Software, Inc. *TIBX*      88632Q103                          02/18/04            66,399
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Vivek Y. Ranadive
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  William A.
                          Owens. We recommend that  shareholders  WITHHOLD
                          votes from  William A. Owens for sitting on more
                          than six boards.
                 1.2   Elect Director Naren Gupta --- For
                 1.3   Elect Director Peter Job --- For
                 1.4   Elect Director William A. Owens ---
                       Withhold
                 1.5   Elect Director Philip K. Wood ---
                       For
                 1.6   Elect Director Eric Dunn --- For
                 2     Ratify Auditors                       For        For                    Mgmt


06/03/04 - A     Time Warner Telecom, Inc.        887319101                          04/07/04            25,637
                 *TWTC*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Larissa L. Herda ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Glenn A. Britt,  Larissa
                          L.  Herda,  Richard J.  Davies,  Spencer B. Hays
                          and Robert D. Marcus,  and  affiliated  outsider
                          Robert J. Miron. We recommend that  shareholders
                          WITHHOLD  votes from Glenn A. Britt for standing
                          as  an   insider   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.  Davies,  Spencer B. Hays and Robert
                          D.  Marcus for  failure to  establish a majority
                          independent  board.  Lastly,  we recommend  that
                          shareholders  WITHHOLD  votes  from  Larissa  L.
                          Herda for standing as insider on the  Nominating
                          Committee   and  for  failure  to   establish  a
                          majority  independent board, and Robert J. Miron
                          for  standing as an  affiliated  outsider on the
                          Compensation  and Nominating  committees and for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Glenn A. Britt ---
                       Withhold
                 1.3   Elect Director Richard J. Davies
                       --- Withhold
                 1.4   Elect Director Spencer B. Hays ---
                       Withhold
                 1.5   Elect Director Robert D. Marcus ---
                       Withhold
                 1.6   Elect Director Robert J. Miron ---
                       Withhold
                 1.7   Elect Director Anthony R. Muller
                       --- For
                 1.8   Elect Director Theodore H. Schell
                       --- For
                 1.9   Elect Director Mary Agnes
                       Wilderotter --- For
                 2     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Tom Brown, Inc.                  115660201                          03/09/04            13,672
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  Henry Groppe.
                          We recommend  that  shareholders  WITHHOLD votes
                          from Henry Groppe for standing as an  affiliated
                          outsider on the Compensation Committee.
                 1.2   Elect Director Henry Groppe ---
                       Withhold
                 1.3   Elect Director Edward W. LeBaron,
                       Jr. --- For
                 1.4   Elect Director James D. Lightner
                       --- For
                 1.5   Elect Director John C. Linehan ---
                       For
                 1.6   Elect Director Wayne W. Murdy ---
                       For
                 1.7   Elect Director James B. Wallace ---
                       For
                 1.8   Elect Director Robert H. Whilden,
                       Jr. --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt


04/15/04 - A     Tractor Supply Co. *TSCO*        892356106                          03/02/04             9,934
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James F. Wright ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Gerard E. Jones.  We recommend that
                          shareholders   WITHHOLD  votes  from  Gerard  E.
                          Jones for standing as an affiliated  outsider on
                          the Nominating Committee.
                 1.2   Elect Director Gerard E. Jones ---
                       Withhold
                 1.3   Elect Director Edna K. Morris ---
                       For
                 2     Ratify Auditors                       For        Against                Mgmt
                          One of the most  important  issues  relating  to
                          auditors  is the  independence  of the  auditing
                          process.  The  auditor's  independence  from the
                          company being audited  reduces the potential for
                          abuse.  Recently,  many  accounting  firms  have
                          expanded their  business to include  broad-based
                          consulting  services.  We  believe  that in some
                          cases, such consulting  services,  when operated
                          side by side with the accounting  business,  can
                          lower auditor  objectivity.        More than 50%
                          of  the  total  fees  paid  to  the  auditor  is
                          attributable  to  non-audit  work.  This notably
                          disproportionate     fee    arrangement    could
                          significantly      impair     the      auditor's
                          independence.  We  recommend a vote against this
                          proposal.
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/18/04 - A     Tuesday Morning Corp. *TUES*     899035505                          03/19/04             3,603
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Benjamin D.
                       Chereskin --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsider  Henry  F.
                          Frigon and insider  Kathleen Mason. We recommend
                          that  shareholders  WITHHOLD votes from Henry F.
                          Frigon for poor  attendance  and Kathleen  Mason
                          for   failure  to   establish   an   independent
                          nominating committee.
                 1.2   Elect Director Kathleen Mason ---
                       Withhold
                 1.3   Elect Director W. J. Hunckler, III
                       --- For
                 1.4   Elect Director Robin P. Selati ---
                       For
                 1.5   Elect Director Sally Frame Kasaks
                       --- For
                 1.6   Elect Director Henry F. Frigon ---
                       Withhold
                 1.7   Elect Director Giles H. Bateman ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/05/04 - A     Unit Corporation *UNT*           909218109                          03/08/04            15,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     United Online, Inc. *UNTD*       911268100                          03/29/04            15,227
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Robert Berglass ---
                       For
                 1.2   Elect Director Kenneth L. Coleman
                       --- 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.


04/16/04 - S     Vimpel Communications Ao         68370R109                          03/01/04             4,800
                       Meeting for Holders of ADRs
                 1     APPROVAL OF THE AMENDMENTS TO THE     For        For                    Mgmt
                       CHARTER OF VIMPELCOM.


05/18/04 - A     VistaCare, Inc. *VSTA*           92839Y109                          04/02/04             8,899
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Wabash National Corp. *WNC*      929566107                          04/01/04                97
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


06/24/04 - S     Warner Chilcott PLC (formerly    363240102                          05/27/04             7,500
                 Galen Holdings)
                       Meeting for Holders of ADRs
                 1     THAT THE NAME OF THE COMPANY BE       For        For                    Mgmt
                       CHANGED TO WARNER CHILCOTT PLC
                 2     THAT CLAUSE 1 OF THE MEMORANDUM OF    For        For                    Mgmt
                       ASSOCIATION OF THE COMPANY BE
                       DELETED AND THAT A NEW CLAUSE 1
                       WITH THE WORDING THE NAME OF THE
                       COMPANY IS WARNER CHILCOTT PLC BE
                       INSERTED IN SUBSTITUTION THEREFOR


05/19/04 - A     Webex Communications, Inc.       94767L109                          03/31/04            21,500
                 *WEBX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     Websense, Inc. *WBSN*            947684106                          04/05/04            13,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     Westcorp, Inc *WES*              957907108                          03/11/04             3,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Judith M. Bardwick
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  James R.  Dowlan  and  Ernest  S.
                          Rady. We recommend  shareholders  WITHHOLD votes
                          from  James  R.   Dowlan  for   standing  as  an
                          affiliated    outsider   on   the   Compensation
                          Committee  and from  James R.  Dowlan and Ernest
                          S. Rady for  failure  to  establish  a  majority
                          independent board.
                 1.2   Elect Director James R. Dowlan ---
                       Withhold
                 1.3   Elect Director Duane A. Nelles ---
                       For
                 1.4   Elect Director Ernest S. Rady ---
                       Withhold
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     WFS Financial Inc. *WFSI*        92923B106                          03/11/04             6,904
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/10/04 - A     William Lyon Homes *WLS*         552074106                          03/19/04               500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director William Lyon --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  insider  Richard E.  Frankel.  We
                          recommend that shareholders  WITHHOLD votes from
                          Richard E. Frankel for poor attendance.
                 1.2   Elect Director Wade H. Cable --- For
                 1.3   Elect Director James E. Dalton ---
                       For
                 1.4   Elect Director Richard E. Frankel
                       --- Withhold
                 1.5   Elect Director William H. Lyon ---
                       For
                 1.6   Elect Director William H. McFarland
                       --- For
                 1.7   Elect Director Alex Meruelo --- For
                 1.8   Elect Director Michael L. Meyer ---
                       For
                 1.9   Elect Director Randolph W.
                       Westerfield --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Williams-Sonoma, Inc. *WSM*      969904101                          03/29/04             8,053
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Wilson Greatbatch                972232102                          04/15/04            15,099
                 Technologies, Inc. *GB*
                 1     Elect Directors                       For        For                    Mgmt


06/09/04 - A     Wind River Systems, Inc.         973149107                          04/21/04            20,114
                 *WIND*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Wintrust Financial Corp.         97650W108                          04/07/04            10,115
                 *WTFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/27/04 - A     World Fuel Services Corp.        981475106                          04/14/04            13,315
                 *INT*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Paul H. Stebbins ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated   outsiders  Luis  R.
                          Tinoco  and  Richard  A.  Kassar . We  recommend
                          that  shareholders  WITHHOLD  votes from Luis R.
                          Tinoco for  standing as an  affiliated  outsider
                          on the  Nominating  Committee,  and from Richard
                          A.  Kassar  for   standing   as  an   affiliated
                          outsider on the Audit  Committee and  Nominating
                          committees.
                 1.2   Elect Director Michael J. Kasbar
                       --- For
                 1.3   Elect Director John R. Benbow ---
                       For
                 1.4   Elect Director Myles Klein --- For
                 1.5   Elect Director Jerome Sidel --- For
                 1.6   Elect Director Luis R. Tinoco ---
                       Withhold
                 1.7   Elect Director Ken Bakshi --- For
                 1.8   Elect Director Richard A. Kassar
                       --- Withhold
                 1.9   Elect Director J. Thomas Presby ---
                       For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     XM Satellite Radio Holdings      983759101                          04/09/04             7,047
                 Inc. *XMSR*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gary M. Parsons ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Thomas  G.
                          Elliott.    We   recommend   that   shareholders
                          WITHHOLD  votes from Thomas G.  Elliott for poor
                          attendance.
                 1.2   Elect Director Hugh Panero --- For
                 1.3   Elect Director Nathaniel A. Davis
                       --- For
                 1.4   Elect Director Thomas J. Donohue
                       --- For
                 1.5   Elect Director Thomas G. Elliott
                       --- Withhold
                 1.6   Elect Director George W. Haywood
                       --- For
                 1.7   Elect Director Chester A. Huber,
                       Jr. --- For
                 1.8   Elect Director Jarl Mohn --- For
                 1.9   Elect Director Pierce J. Roberts,
                       Jr. --- For
                 1.10  Elect Director Jack Shaw --- For


06/18/04 - A     Zoran Corp. *ZRAN*               98975F101                          04/28/04            15,999
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          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 28.75  percent is above the allowable cap for
                          this company of 19.67 percent.
                 3     Amend Non-Employee Director Stock     For        Against                Mgmt
                       Option Plan
                          The total cost of the  company's  plans of 27.32
                          percent  is  above  the  allowable  cap for this
                          company of 19.67 percent.
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt





                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT MID CAP STOCK FUND

Mtg              Company/                                      Mgmt       Vote       Record              Shares
Date/Type        Ballot Issues                     Security    Rec        Cast       Date                 Voted
- ---------------- --------------------------------- ----------- ---------- ---------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

08/05/03 - A     Alliant Techsystems Inc. *ATK*    018804104                         06/10/03            84,425
                 1      Elect Directors                        For        For
                 2      Ratify Auditors                        For        For
                        Shareholder Proposal
                 3      Report on Space-Based Weapons          Against    Against


09/25/03 - A     American Financial Realty Trust   02607P305                         08/08/03            95,400
                 *AFR*
                 1      Declassify the Board of Directors      For        Against
                 2.a.1  Elect Trustee Glenn Blumenthal         For        For
                 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
                 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


07/11/03 - A     BEA Systems, Inc. *BEAS*          073325102                         05/27/03           285,600
                 1      Elect Directors                        For        For
                 1.1    Elect Director William T. Coleman
                        III --- For
                           We recommend a vote FOR the directors.
                 1.2    Elect Director Dale Crandall --- For
                 1.3    Elect Director William H. Janeway
                        --- For
                 2      Approve Executive Incentive Bonus      For        For
                        Plan
                 3      Ratify Auditors                        For        For


07/31/03 - A     Electronic Arts, Inc. *ERTS*      285512109                         06/04/03            83,800
                 1      Elect Directors                        For        For
                 1.1    Elect Director M. Richard Asher ---
                        For
                           We recommend a vote FOR the directors.
                 1.2    Elect Director William J. Byron ---
                        For
                 1.3    Elect Director Leonard S. Coleman
                        --- For
                 1.4    Elect Director Gary M. Kusin --- For
                 1.5    Elect Director Gregory B. Maffei ---
                        For
                 1.6    Elect Director Timothy Mott --- For
                 1.7    Elect Director Lawrence F. Probst
                        III --- For
                 1.8    Elect Director Linda J. Srere --- For
                 2      Amend Omnibus Stock Plan               For        For
                 3      Amend Employee Stock Purchase Plan     For        For
                 4      Ratify Auditors                        For        For


09/29/03 - A     Fidelity National Financial,      316326107                         08/18/03            97,920
                 Inc. *FNF*
                 1      Increase Authorized Common Stock       For        For
                 2      Elect Directors                        For        For


08/27/03 - A     McData Corporation *MCDT*         580031201                         07/01/03           118,500
                 1      Elect Directors                        For        For
                 1.1    Elect Director Charles C. Johnston
                        --- For
                 1.2    Elect Director John F. McDonnell ---
                        For
                 1.3    Elect Director Laurence G. Walker
                        --- For
                 2      Ratify Auditors                        For        For
                 3      Amend Omnibus Stock Plan               For        For


08/15/03 - A     Microchip Technology, Inc.        595017104                         06/20/03           254,550
                 *MCHP*
                 1      Elect Directors                        For        For
                 1.1    Elect Director Steve Sanghi --- For
                           We recommend a vote FOR the directors.
                 1.2    Elect Director Albert J.
                        Hugo-Martinez --- For
                 1.3    Elect Director L.B. Day --- For
                 1.4    Elect Director Matthew W. Chapman
                        --- For
                 1.5    Elect Director Wade F. Meyercord ---
                        For
                 2      Amend Employee Stock Purchase Plan     For        For
                 3      Amend Employee Stock Purchase Plan     For        For


07/25/03 - A     Mylan Laboratories Inc. *MYL*     628530107                         05/23/03           216,700
                 1      Elect Directors                        For        Split
                 1.1    Elect Director Milan Puskar --- For
                           We  recommend a vote FOR the  directors  with the
                           exception of Douglas J. Leech.  We recommend that
                           shareholders   WITHHOLD  votes  from  Douglas  J.
                           Leech for standing as an  affiliated  outsider on
                           the Audit and Nominating Committees.
                 1.2    Elect Director Robert J. Coury ---
                        For
                 1.3    Elect Director Wendy Cameron --- For
                 1.4    Elect Director Laurence S. DeLynn
                        --- For
                 1.5    Elect Director John C. Gaisford,
                        M.D. --- For
                 1.6    Elect Director Douglas J. Leech ---
                        Withhold
                 1.7    Elect Director Joseph C. Maroon,
                        M.D. --- For
                 1.8    Elect Director Patricia A. Sunseri
                        --- For
                 1.9    Elect Director C.B. Todd --- For
                 1.10   Elect Director Randall L.
                        Vanderveen, Ph.D. --- For
                 1.11   Elect Director Stuart A. Williams,
                        Esq. --- For
                 2      Increase Authorized Common Stock       For        For
                 3      Approve Omnibus Stock Plan             For        For


09/08/03 - A     Patterson Dental Co. *PDCO*       703412106                         07/14/03            71,800
                 1      Elect Directors                        For        For
                 2      Ratify Auditors                        For        For


09/05/03 - A     Pixar, Inc. *PIXR*                725811103                         07/23/03            27,400
                 1      Elect Directors                        For        Split
                 1.1    Elect Director Steve Jobs ---
                        Withhold
                           WITHHOLD   votes  for  failure  to  establish  an
                           independent nominating committee.
                 1.2    Elect Director Dr. Edwin E. Catmull
                        --- Withhold
                           WITHHOLD  votes  for  poor   attendance  and  for
                           failure to  establish an  independent  nominating
                           committee.
                 1.3    Elect Director Skip M. Brittenham
                        --- Withhold
                           WITHHOLD   votes  for  failure  to  establish  an
                           independent nominating committee.
                 1.4    Elect Director Joseph A. Graziano
                        --- For
                 1.5    Elect Director Lawrence B. Levy ---
                        Withhold
                           WITHHOLD  votes  for  standing  as an  affiliated
                           outsider on the Audit Committee,  and for failure
                           to establish an independent nominating committee.
                 1.6    Elect Director Joe Roth --- Withhold
                           WITHHOLD votes for poor attendance.
                 1.7    Elect Director Larry W. Sonsini ---
                        Withhold
                           WITHHOLD  votes  for  poor   attendance  and  for
                           failure to  establish an  independent  nominating
                           committee.
                 1.8    Elect Director John S. Wadsworth,
                        Jr. --- For
                 2      Ratify Auditors                        For        For


08/26/03 - A     QLogic Corp. *QLGC*               747277101                         07/01/03            40,800
                 1      Elect Directors                        For        For
                 1.1    Elect Director H.K. Desai --- For
                 1.2    Elect Director Larry R. Carter ---
                        For
                 1.3    Elect Director James R. Fiebiger ---
                        For
                 1.4    Elect Director Balakrishnan S. Iyer
                        --- For
                 1.5    Elect Director Carol L. Miltner ---
                        For
                 1.6    Elect Director George D. Wells ---
                        For
                 2      Amend Omnibus Stock Plan               For        For
                 3      Ratify Auditors                        For        For


07/22/03 - A     RF Micro Devices, Inc. *RFMD*     749941100                         05/30/03           242,500
                 1      Elect Directors                        For        For
                 1.1    Elect Director Robert A. Bruggeworth
                        --- For
                           We recommend a vote FOR the directors.
                 1.2    Elect Director David A. Norbury ---
                        For
                 1.3    Elect Director William J. Pratt ---
                        For
                 1.4    Elect Director Daniel A. Dileo ---
                        For
                 1.5    Elect Director Dr. Frederick J.
                        Leonberger --- For
                 1.6    Elect Director Dr. Albert E.
                        Paladino --- For
                 1.7    Elect Director Erik Van Der Kaay ---
                        For
                 1.8    Elect Director Walter H. Wilkinson,
                        Jr. --- For
                 2      Approve Omnibus Stock Plan             For        For
                 3      Ratify Auditors                        For        For


07/25/03 - A     Steris Corp. *STE*                859152100                         05/29/03           109,200
                 1      Elect Directors                        For        For
                        Shareholder Proposal
                 2      Declassify the Board of Directors      Against    Against


09/24/03 - S     UTStarcom, Inc. *UTSI*            918076100                         08/15/03            45,900
                 1      Increase Authorized Common Stock       For        For


08/07/03 - A     Xilinx, Inc. *XLNX*               983919101                         06/09/03            60,000
                 1      Elect Directors                        For        For
                 2      Ratify Auditors                        For        For


07/22/03 - S     Zimmer Holdings Inc *ZMH*         98956P102                         06/16/03            93,400
                 1      Issue Shares in Connection with an     For        For
                        Acquisition




                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT MID CAP STOCK FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

10/30/03 - A     Affiliated Computer Services,     008190100                         09/19/03           150,000
                 Inc. *ACS*
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For


12/18/03 - S     Allied Waste Industries, Inc.     019589308                         11/03/03           149,400
                 *AW*
                 1      Approve Conversion of Securities      For        For


12/11/03 - A     AutoZone, Inc. *AZO*              053332102                         10/14/03            30,600
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/23/03 - A     Barr Laboratories, Inc. *BRL*     068306109                         09/02/03            77,800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Bruce L. Downey ---
                        Withhold
                          WITHHOLD  votes from insider  Bruce L. Downey for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director Paul M. Bisaro ---
                        Withhold
                          WITHHOLD  votes from  insider  Paul M. Bisaro for
                          failure to  establish an  independent  nominating
                          committee.
                 1.3    Elect Director Carole S. Ben-Maimon
                        --- Withhold
                          WITHHOLD votes from insider Carole S.  Ben-Maimon
                          for   failure   to   establish   an   independent
                          nominating committee.
                 1.4    Elect Director George P. Stephan
                        --- For
                 1.5    Elect Director Jack M. Kay --- For
                 1.6    Elect Director Harold N. Chefitz
                        --- For
                 1.7    Elect Director Richard R. Frankovic
                        --- For
                 1.8    Elect Director Peter R. Seaver ---
                        For
                 1.9    Elect Director James S. Gilmore,
                        III --- For
                 2      Change State of Incorporation from    For        For
                        New York to Delaware
                 3      Increase Authorized Common Stock      For        For


11/04/03 - A     BearingPoint, Inc. *BE*           074002106                         09/12/03           173,600
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Randolph C. Blazer
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of insider  Roderick  C.  McGeary.  We
                          recommend that  shareholders  WITHHOLD votes from
                          Roderick C.  McGeary  for  standing as an insider
                          on the Compensation and Nominating committees.
                 1.2    Elect Director Roderick C. McGeary
                        --- Withhold
                 1.3    Elect Director Alice M. Rivlin ---
                        For


11/13/03 - A     Brinker International, Inc.       109641100                         09/15/03           180,600
                 *EAT*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Ronald A. McDougall
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions    of    Cece    Smith,    James    E.
                          Oesterreicher,   Ronald   Kirk,   and  Marvin  J.
                          Girouard.    We   recommend   that   shareholders
                          WITHHOLD votes from Audit Committee  members Cece
                          Smith, James E.  Oesterreicher,  Ronald Kirk, and
                          Marvin   J.   Girouard   for   paying   excessive
                          non-audit fees.
                 1.2    Elect Director Douglas H. Brooks
                        --- For
                 1.3    Elect Director Dan W. Cook, III ---
                        For
                 1.4    Elect Director Robert M. Gates ---
                        For
                 1.5    Elect Director Marvin J. Girouard
                        --- Withhold
                 1.6    Elect Director Ronald Kirk ---
                        Withhold
                 1.7    Elect Director George R. Mrkonic
                        --- For
                 1.8    Elect Director Erle Nye --- For
                 1.9    Elect Director James E.
                        Oesterreicher --- Withhold
                 1.10   Elect Director Cece Smith ---
                        Withhold
                 1.11   Elect Director Roger T. Staubach
                        --- For
                 2      Ratify Auditors                       For        Against
                          Percentage   of  total   fees   attributable   to
                          nonaudit work: 58.60 percent.
                        Shareholder Proposal
                 3      Report on the Impact of Genetically   Against    Against
                        Engineered Products


10/29/03 - A     CheckFree Corp. *CKFR*            162813109                         09/08/03            84,100
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                        Shareholder Proposal
                 3      Make Effort to Locate Women and       Against    Abstain
                        Minorities for Board Nomination


10/14/03 - A     Cintas Corp. *CTAS*               172908105                         08/18/03            84,900
                 1      Fix Number of Directors               For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director Richard T. Farmer
                        --- Withhold
                          WITHHOLD   votes  from   Richard  T.  Farmer  for
                          standing   as  an  insider   on  the   Nominating
                          Committee,  Roger  L.  Howe  for  standing  as an
                          affiliated   outsider  on  the  Audit  Committee,
                          Compensation,  and Nominating  Committees,  David
                          C.   Phillips  for  standing  as  an   affiliated
                          outsider on the Nominating  Committee,  and Audit
                          Committee   members  Roger  L.  Howe,  Robert  J.
                          Herbold,  Gerald V.  Dirvin,  and Paul R.  Carter
                          for paying excessive non-audit fees.
                 2.2    Elect Director Robert J. Kohlhepp
                        --- For
                 2.3    Elect Director Scott D. Farmer ---
                        For
                 2.4    Elect Director Paul R. Carter ---
                        Withhold
                 2.5    Elect Director Gerald V. Dirvin ---
                        Withhold
                 2.6    Elect Director Robert J. Herbold
                        --- Withhold
                 2.7    Elect Director Roger L. Howe ---
                        Withhold
                 2.8    Elect Director David C. Phillips
                        --- Withhold
                 3      Approve Non-Employee Director Stock   For        For
                        Option Plan
                        Shareholder Proposals
                 4      Expense Stock Options                 Against    For
                          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.
                 5      Establish a Nominating Committee of   Against    For
                        Independent Directors
                          An  independent  nominating  committee is one way
                          to  assure  that  shareholder  interests  will be
                          adequately   represented   by  a  board  that  is
                          independent  of management and that does not have
                          an interest in the company  that differs from the
                          interests of other shareholders.
                 6      Require Majority of Independent       Against    For
                        Directors on Board
                          An  independent  board is one way to assure  that
                          shareholder    interests   will   be   adequately
                          represented  by a board  that is  independent  of
                          management  and that does not have an interest in
                          the company that  differs  from the  interests of
                          other shareholders.
                 7      Report on Code of Conduct             Against    Against


11/05/03 - A     Coach, Inc. *COH*                 189754104                         09/17/03            46,600
                 1      Elect Directors                       For        For
                 1.1    Elect Director Joseph Ellis --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider Michael Murphy.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from   Michael   Murphy   for   standing   as  an
                          affiliated   outsider  on  the  Audit  and  Human
                          Resources & Governance committees.
                 1.2    Elect Director Lew Frankfort --- For
                 1.3    Elect Director Sally Frame Kasaks
                        --- For
                 1.4    Elect Director Gary Loveman --- For
                 1.5    Elect Director Irene Miller --- For
                 1.6    Elect Director Keith Monda --- For
                 1.7    Elect Director Michael Murphy ---
                        For


11/28/03 - S     DST Systems, Inc. *DST*           233326107                         11/10/03           116,900
                 1      Approve Reorganization Plan           For        For


11/20/03 - S     General Growth Properties, Inc.   370021107                         10/20/03            65,500
                 *GGP*
                 1      Approve Increase in Common Stock      For        For
                        and a Stock Split


10/24/03 - A     Harris Corp. *HRS*                413875105                         08/29/03            69,500
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/24/03 - A     International Rectifier Corp.     460254105                         09/26/03            52,300
                 *IRF*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Omnibus Stock Plan              For        Against
                 4      Ratify Auditors                       For        For


11/18/03 - S     Interwoven, Inc. *IWOV*           46114T102                         09/30/03           543,400
                 1      Approve Merger Agreement              For        For
                 2      Approve Reverse Stock Split           For        For


11/06/03 - A     Lam Research Corp. *LRCX*         512807108                         09/12/03           180,400
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Approve Executive Incentive Bonus     For        For
                        Plan
                 4      Ratify Auditors                       For        For


10/30/03 - A     LAWSON SOFTWARE INC *LWSN*        520780107                         09/12/03           182,800
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/22/03 - A     Parker-Hannifin Corp. *PH*        701094104                         08/29/03            44,100
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For


10/07/03 - A     Ruby Tuesday, Inc. *RI*           781182100                         08/12/03           210,900
                 1      Elect Directors                       For        For
                 1.1    Elect Director Dr. Donald Ratajczak
                        --- For
                 1.2    Elect Director Samuel E. Beall, III
                        --- For
                 1.3    Elect Director Claire L. Arnold ---
                        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Impact of Genetically       Against    Against
                        Engineered Foods


12/19/03 - S     Wind River Systems, Inc. *WIND*   973149107                         11/21/03           275,700
                 1      Amend Omnibus Stock Plan              For        For


12/09/03 - S     Yellow Roadway Corp. *YELL*       985509108                         10/16/03            43,500
                 1      Issue Shares in Connection with an    For        For
                        Acquisition
                 2      Change Company Name                   For        For
                 3      Adjourn Meeting                       For        Against





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT MID CAP STOCK FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

01/23/04 - A     ADVO, Inc. *AD*                   007585102                         11/28/03            64,800
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


03/02/04 - A     Agilent Technologies Inc. *A*     00846U101                         01/05/04               100
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


02/10/04 - A     Ameritrade Holdings Corp.         03074K100                         12/17/03           243,560
                 *AMTD*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director J. Peter Ricketts
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of  insider  J.  Peter  Ricketts.   We
                          recommend that  shareholders  WITHHOLD votes from
                          J. Peter  Ricketts  for failure to  establish  an
                          independent nominating committee.
                 1.2    Elect Director C. Kevin Landry ---
                        For
                 1.3    Elect Director Mark L. Mitchell ---
                        For
                 2      Ratify Auditors                       For        For
                 3      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


03/09/04 - A     Analog Devices, Inc. *ADI*        032654105                         01/16/04            98,300
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


01/22/04 - A     BJ Services Company *BJS*         055482103                         12/05/03            44,000
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Foreign Operations Risk     Against    Against


03/22/04 - S     Caremark Rx, Inc. *CMX*           141705103                         02/05/04            94,267
                 1      Increase Authorized Common Stock      For        For
                 2      Approve Issuance of Stock in          For        For
                        Connection with Merger Agreement
                 3      Increase Authorized Preferred Stock   For        Against
                          In this case,  management has stated that some of
                          the   shares   may  be  used   for   antitakeover
                          purposes,  namely  for the  shareholders'  rights
                          plan,  which was not  approved  by  shareholders.
                          Also,  given  that no shares of  preferred  stock
                          are  outstanding,  we do not believe the increase
                          is warranted.
                 4      Approve Omnibus Stock Plan            For        For
                 5      Allow Postponement or Adjournment     For        Against
                        of Special Meeting


01/09/04 - S     Countrywide Financial Corp.       222372104                         11/28/03            40,099
                 *CFC*
                 1      Increase Authorized Common Stock      For        For


01/29/04 - A     D.R. Horton, Inc. *DHI*           23331A109                         12/04/03            61,693
                 1      Elect Directors                       For        For
                 2      Amend Executive Incentive Bonus Plan  For        For
                 3      Other Business                        For        Against


01/15/04 - A     Family Dollar Stores, Inc.        307000109                         11/24/03            76,100
                 *FDO*
                 1      Elect Directors                       For        For
                 2      Approve Non-Employee Director Stock   For        For
                        Option Plan
                 3      Ratify Auditors                       For        For


01/28/04 - A     Hewitt Associates, Inc. *HEW*     42822Q100                         12/01/03            98,400
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


01/27/04 - A     Hormel Foods Corp. *HRL*          440452100                         12/01/03           285,400
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/23/04 - A     IDEX Corp. *IEX*                  45167R104                         02/17/04            40,700
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Paul E. Raether ---
                        Withhold
                          We  recommend  a vote  FOR Neil A.  Springer  and
                          Dennis   K.    Williams.    We   recommend   that
                          shareholders  WITHHOLD votes from Paul E. Raether
                          for  standing  as an  affiliated  outsider on the
                          nominating committee.
                 1.2    Elect Director Neil A. Springer ---
                        For
                 1.3    Elect Director Dennis K. Williams
                        --- For
                 2      Ratify Auditors                       For        For


03/02/04 - A     International Game Technology     459902102                         01/02/04           108,900
                 *IGT*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director G. Thomas Baker ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  Robert Miller.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from Robert  Miller for standing as an affiliated
                          outsider on the Compensation Committee.
                 1.2    Elect Director Neil Barsky --- For
                 1.3    Elect Director Robert A. Bittman
                        --- For
                 1.4    Elect Director Richard R. Burt ---
                        For
                 1.5    Elect Director Leslie S. Heisz ---
                        For
                 1.6    Elect Director Robert A. Mathewson
                        --- For
                 1.7    Elect Director Thomas J. Matthews
                        --- For
                 1.8    Elect Director Robert Miller ---
                        Withhold
                 1.9    Elect Director Frederick B.
                        Rentschler --- For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


01/26/04 - S     International Rectifier Corp.     460254105                         12/19/03            49,330
                 *IRF*
                 1      Increase Authorized Common Stock      For        For


02/10/04 - A     Jacobs Engineering Group Inc.     469814107                         01/05/04            77,200
                 *JEC*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/30/04 - A     Lennar Corp. *LEN*                526057104                         02/05/04           105,272
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Irving Bolotin ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception   of  Irving   Bolotin   from  whom  we
                          recommend  that  shareholders  WITHHOLD votes for
                          standing as an affiliated  outsider on the Audit,
                          Compensation, and Nominating committees.
                 1.2    Elect Director R. Kirk Landon ---
                        For
                 1.3    Elect Director Donna E. Shalala ---
                        For
                 2      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


02/19/04 - A     National Fuel Gas Co. *NFG*       636180101                         12/22/03           251,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Philip C. Ackerman
                        --- For
                 1.2    Elect Director Bernard S. Lee ---
                        Withhold
                 2      Ratify Auditors                       For        Against
                        Shareholder Proposal
                 3      Limit Awards to Executives            Against    Against


02/17/04 - A     Navistar International Corp.      63934E108                         01/05/04            18,800
                 *NAV*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Michael N. Hammes
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director James H. Keyes ---
                        For
                 1.3    Elect Director Southwood J. Morcott
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For
                          The  total  cost of the  company's  plans of 7.37
                          percent  is  within  the  allowable  cap for this
                          company of 8.46 percent. Additionally,  this plan
                          expressly forbids repricing.


03/11/04 - A     Nordson Corp. *NDSN*              655663102                         01/14/04            27,100
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William D. Ginn ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsider  Stephen R.
                          Hardis and affiliated  outsider  William D. Ginn.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from  Stephen R.  Hardis for sitting on more than
                          six  boards.   We  recommend  that   shareholders
                          WITHHOLD  votes from William D. Ginn for standing
                          as  an  affiliated  outsider  on  the  Audit  and
                          Compensation committees.
                 1.2    Elect Director Stephen R. Hardis
                        --- Withhold
                 1.3    Elect Director William L. Robinson
                        --- For
                 1.4    Elect Director Benedict P. Rosen
                        --- For
                 2      Approve Omnibus Stock Plan            For        Against
                          The total  cost of the  company's  plans of 34.70
                          percent  is  above  the  allowable  cap for  this
                          company of 12.03 percent.
                 3      Approve Executive Incentive Bonus     For        For
                        Plan


03/26/04 - A     Quiksilver, Inc. *ZQK*            74838C106                         02/06/04           117,900
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William M. Barnum,
                        Jr. --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of independent  outsider Franck Riboud,
                          affiliated  outsiders Robert G. Kirby, Charles E.
                          Crowe,  and  insiders  Robert B.  McKnight,  Jr.,
                          Bernard Mariette.  We recommend that shareholders
                          WITHHOLD   votes  from  Franck  Riboud  for  poor
                          attendance,  Robert G. Kirby for  standing  as an
                          affiliated    outsider    on   the    Audit   and
                          Compensation   committees   and  for  failure  to
                          establish  a  majority   independent  board,  and
                          Charles E.  Crowe,  Robert B.  McKnight,  Jr. and
                          Bernard  Mariette  for  failure  to  establish  a
                          majority independent board.
                 1.2    Elect Director Charles E. Crowe ---
                        Withhold
                 1.3    Elect Director Michael H. Gray ---
                        For
                 1.4    Elect Director Robert G. Kirby ---
                        Withhold
                 1.5    Elect Director Bernard Mariette ---
                        Withhold
                 1.6    Elect Director Robert B. McKnight,
                        Jr. --- Withhold
                 1.7    Elect Director Franck Riboud ---
                        Withhold
                 1.8    Elect Director Tom Roach --- For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Approval of the Terms of the          For        For
                        Executive Incentive Plan


02/10/04 - A     Rockwell Collins, Inc. *COL*      774341101                         12/15/03            92,100
                 1      Elect Directors                       For        For
                 1.1    Elect Director Donald R. Beall ---
                        For
                          We recommend  that  shareholders  vote FOR Donald
                          R.   Beall,   but   WITHHOLD   votes  from  Audit
                          Committee  member  Richard  J.  Ferris for paying
                          excessive non-audit fees.
                 1.2    Elect Director Richard J. Ferris
                        --- For
                 2      Ratify Auditors                       For        For
                          In this  case,  54.86  percent  of the total fees
                          paid to the auditor is  attributable to non-audit
                          work.   This   notably    disproportionate    fee
                          arrangement   could   significantly   impair  the
                          auditor's independence.


03/01/04 - A     Sappi Ltd.                        803069202                         01/22/04           343,200
                        Meeting for Holders of ADRs
                 1      CONFIRMATION OF APPOINTMENT OF        For        For
                        DIRECTOR APPOINTED SINCE THE LAST
                        ANNUAL GENERAL MEETING: MR J C A
                        LESLIE
                 2      CONFIRMATION OF APPOINTMENT OF        For        For
                        DIRECTOR APPOINTED SINCE THE LAST
                        ANNUAL GENERAL MEETING: MR H C J
                        MAMSCH
                 3      RE-ELECTION OF RETIRING DIRECTOR:     For        For
                        MR M R HAYMON
                 4      RE-ELECTION OF RETIRING DIRECTOR:     For        For
                        MR E VAN AS
                 5      RE-ELECTION OF RETIRING DIRECTOR:     For        For
                        MR D G WILSON
                 6      SPECIAL RESOLUTION NUMBER 1 - A       For        For
                        GENERAL APPROVAL FOR THE COMPANY
                        AND ITS SUBSIDIARIES TO ACQUIRE
                        SAPPI LIMITED SHARES.
                 7      ORDINARY RESOLUTION NUMBER 1 -        For        Against
                        SPECIFIC APPROVAL TO SELL TREASURY
                        SHARES TO THE SAPPI SHARE INCENTIVE
                        SCHEME.
                 8      ORDINARY RESOLUTION NUMBER 2 -        For        For
                        PLACING ALL THE UNISSUED ORDINARY
                        SHARES IN THE AUTHORISED SHARE
                        CAPITAL OF THE COMPANY UNDER THE
                        CONTROL OF THE DIRECTORS OF THE
                        COMPANY WITH THE AUTHORITY TO ALLOT
                        AND ISSUE SAME IN TERMS OF THE
                        COMPANIES ACT AND THE LIST
                 9      ORDINARY RESOLUTION NUMBER 3 -        For        For
                        AUTHORITY FOR DIRECTORS TO SIGN ALL
                        DOCUMENTS AND DO ALL SUCH THINGS
                        NECESSARY TO IMPLEMENT THE ABOVE
                        RESOLUTIONS. *** VOTING CUT-OFF
                        DATE: NO LATER THAN FEBRUARY 23,
                        2004 ***


01/16/04 - S     Sicor, Inc.                       825846108                         12/09/03           173,500
                 1      Approve Merger Agreement              For        For


02/06/04 - A     Tyson Foods, Inc. *TSN*           902494103                         12/23/03           240,700
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Don Tyson ---
                        Withhold
                          We  recommend  a vote FOR  Lloyd V.  Hackley.  We
                          recommend that  shareholders  WITHHOLD votes from
                          Audit  Committee  members Jo Ann R. Smith,  David
                          A.  Jones,  and Jim  Kever for  paying  excessive
                          non-audit  fees,  and  Don  Tyson,   John  Tyson,
                          Barbara A.  Tyson,  Richard L. Bond and Leland E.
                          Tollett   for   failure   to   have  a   majority
                          independent board.
                 1.2    Elect Director John Tyson ---
                        Withhold
                 1.3    Elect Director Leland E. Tollett
                        --- Withhold
                 1.4    Elect Director Barbara A. Tyson ---
                        Withhold
                 1.5    Elect Director Lloyd V. Hackley ---
                        For
                 1.6    Elect Director Jim Kever --- For
                 1.7    Elect Director David A. Jones ---
                        For
                 1.8    Elect Director Richard L. Bond ---
                        Withhold
                 1.9    Elect Director Jo Ann R. Smith ---
                        For
                 2      Amend Omnibus Stock Plan              For        For
                          The  total  cost of the  company's  plans of 6.91
                          percent  is  within  the  allowable  cap for this
                          company of 7.56 percent.
                 3      Approve Employee Stock Purchase Plan  For        Against
                          Despite  the fact  that the  plan  complies  with
                          Section  423 of the  Internal  Revenue  Code  and
                          that the number of shares  that would be reserved
                          is  reasonable,   we  do  not  support  the  plan
                          because  the plan does not  specify  an  offering
                          period.
                 4      Ratify Auditors                       For        For
                        Shareholder Proposals
                 5      Remove Supervoting Rights for Class   Against    For
                        B Common Stock
                          We support the elimination of dual-class  capital
                          structures with unequal voting rights,  which can
                          create   impediments  to  a  takeover  and  cause
                          shareholders'     voting     rights     to     be
                          disproportionate  to their economic investment in
                          a company.  Therefore,  we believe this amendment
                          warrants shareholder support.
                 6      Separate Chairman and CEO Positions   Against    Against


02/19/04 - A     Varian Medical Systems Inc        92220P105                         12/22/03            55,100
                 *VAR*
                 1      Elect Directors                       For        For
                 1.1    Elect Director John Seely Brown ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of Terry R.  Lautenbach.  We recommend
                          that  shareholders   WITHHOLD  votes  from  Audit
                          Committee  member Terry R.  Lautenbach for paying
                          excessive non-audit fees.
                 1.2    Elect Director Samuel Hellman ---
                        For
                 1.3    Elect Director Terry R. Lautenbach
                        --- 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.





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT MID CAP STOCK FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

04/15/04 - A     ADTRAN, Inc. *ADTN*              00738A106                          03/01/04            40,731
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/16/04 - A     Aeropostale, Inc *ARO*           007865108                          04/29/04            94,700
                 1     Classify the Board of Directors       For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


04/28/04 - A     AGL Resources Inc. *ATG*         001204106                          02/20/04           144,900
                 1     Elect Directors                       For        For                    Mgmt


05/21/04 - A     Allied Waste Industries, Inc.    019589308                          03/31/04           492,300
                 *AW*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Thomas H. Van
                       Weelden --- For
                 1.2   Elect Director Robert M. Agate ---
                       For
                 1.3   Elect Director Leon D. Black --- For
                 1.4   Elect Director James W. Crownover
                       --- For
                 1.5   Elect Director Michael S. Gross ---
                       For
                 1.6   Elect Director Dennis R. Hendrix
                       --- For
                 1.7   Elect Director J. Tomilson Hill ---
                       For
                 1.8   Elect Director Lawrence V. Jackson
                       --- For
                 1.9   Elect Director Nolan Lehmann --- For
                 1.10  Elect Director Howard A. Lipson ---
                       For
                 1.11  Elect Director Antony P. Ressler
                       --- For
                 1.12  Elect Director Warren B. Rudman ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 4     Report on Privatization               Against    Against                ShrHoldr
                          We  believe  that  the  requested  report  would
                          impose  an  unnecessary   cost  to  the  company
                          without  providing  a  corresponding  benefit to
                          shareholders.


04/29/04 - A     American Axle & Manufacturing    024061103                          03/01/04            86,500
                 Holdings, Inc. *AXL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


06/10/04 - A     American Power Conversion        029066107                          04/14/04           187,400
                 Corp. *APCC*
                 1     Fix Number of Directors               For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Rodger B. Dowdell,
                       Jr. --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Rodger B. Dowdell,  Jr.,
                          Emanuel E.  Landsman and Neil E.  Rasmussen  and
                          affiliated  outsider Ervin F. Lyon. We recommend
                          that shareholders  WITHHOLD votes from Rodger B.
                          Dowdell,  Jr.,  Emanuel E.  Landsman and Neil E.
                          Rasmussen  for  failure to  establish a majority
                          independent   board.   We  also  recommend  that
                          shareholders  WITHHOLD  votes from Ervin F. Lyon
                          for  standing as an  affiliated  outsider on the
                          Audit,  Compensation  and Nominating  committees
                          and  for   failure  to   establish   a  majority
                          independent board.
                 2.2   Elect Director Emanuel E. Landsman
                       --- Withhold
                 2.3   Elect Director Neil E. Rasmussen
                       --- Withhold
                 2.4   Elect Director Ervin F. Lyon ---
                       Withhold
                 2.5   Elect Director James D. Gerson ---
                       For
                 2.6   Elect Director John G. Kassakian
                       --- For
                 2.7   Elect Director John F. Keane, Sr.
                       --- For
                 2.8   Elect Director Ellen B. Richstone
                       --- For
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


06/28/04 - S     Anthem Inc. *ATH*                03674B104                          05/10/04            60,800
                 1     Issue Shares in Connection with an    For        For                    Mgmt
                       Acquisition
                 2     Change Company Name                   For        For                    Mgmt


04/22/04 - A     Apple Computer, Inc. *AAPL*      037833100                          02/24/04           103,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr


05/13/04 - A     Applebee's International, Inc.   037899101                          03/15/04           195,000
                 *APPB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms


06/17/04 - A     Autodesk, Inc. *ADSK*            052769106                          05/05/04           122,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Policy Regarding Equity-Based   Against    For                    ShrHoldr
                       Compensation for Executives
                          Given that the  company  does not  maintain  any
                          mechanisms  that promote the long-term value for
                          shareholders,  we believe  that support for this
                          non-binding  proposal  sends a strong message to
                          the  board  to  require  executives  to  have  a
                          long-term  stake  in  the  company.   Therefore,
                          executives   are   committed   to  promote   the
                          long-term value for shareholders.


04/27/04 - A     Autoliv Inc. *ALV*               052800109                          03/02/04            83,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Avocent Corporation *AVCT*       053893103                          04/30/04            72,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Banknorth Group, Inc. *BNK*      06646R107                          03/08/04            85,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Bausch & Lomb Inc. *BOL*         071707103                          03/01/04            28,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/11/04 - A     BEA Systems, Inc. *BEAS*         073325102                          04/30/04           260,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dean O. Morton ---
                       Withhold
                          We   recommend  a  vote  FOR  George  Reyes  but
                          WITHHOLD  votes from  independent  outsider Dean
                          O.  Morton.   We  recommend  that   shareholders
                          WITHHOLD votes from Audit Committee  member Dean
                          O. Morton for paying excessive non-audit fees.
                 1.2   Elect Director George Reyes --- For
                 2     Ratify Auditors                       For        Against                Mgmt
                          In this  case,  75.67  percent of the total fees
                          paid  to  the   auditor   is   attributable   to
                          non-audit  work.  This notably  disproportionate
                          fee arrangement could  significantly  impair the
                          auditor's independence.


04/01/04 - A     Beckman Coulter, Inc. *BEC*      075811109                          02/02/04            41,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Ronald W. Dollens
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Ronald  W.
                          Dollens.    We   recommend   that   shareholders
                          WITHHOLD  votes from Ronald W.  Dollens for poor
                          attendance.
                 1.2   Elect Director Charles A. Haggerty
                       --- For
                 1.3   Elect Director William N. Kelley,
                       M.D. --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/11/04 - A     Belo Corp. *BLC*                 080555105                          03/19/04           139,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Louis E. Caldera ---
                       For
                 1.2   Elect Director J. L. Craven, M.D.,
                       Mph --- For
                 1.3   Elect Director Stephen Hamblett ---
                       For
                 1.4   Elect Director Dealey D. Herndon
                       --- For
                 1.5   Elect Director Wayne R. Sanders ---
                       For
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          The total cost of the  company's  plans of 12.31
                          percent  is  above  the  allowable  cap for this
                          company of 8.08 percent.


04/30/04 - A     Boyd Gaming Corp. *BYD*          103304101                          03/31/04           140,700
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director William S. Boyd ---
                       Withhold
                          We  recommend  a vote FOR  Peter M.  Thomas  and
                          Frederick  J. Schwab and a WITHHOLD  for William
                          S.  Boyd  for   standing  as  an  insider  on  a
                          non-majority independent board.
                 2.2   Elect Director Frederick J. Schwab
                       --- For
                 2.3   Elect Director Peter M. Thomas ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt


04/21/04 - A     Burlington Northern Santa Fe     12189T104                          02/27/04            77,700
                 Corp. *BNI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Alan L. Boeckmann
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsiders   Marc  F.
                          Racicot  and  Vilma S.  Martinez.  We  recommend
                          that  shareholders  WITHHOLD  votes from Marc F.
                          Racicot and Vilma S.  Martinez  for  standing as
                          affiliated   outsiders  on  the   Directors  and
                          Corporate Governance Committee,  which serves as
                          the nominating committee.
                 1.2   Elect Director Vilma S. Martinez
                       --- Withhold
                 1.3   Elect Director Marc F. Racicot ---
                       Withhold
                 1.4   Elect Director Roy S. Roberts ---
                       For
                 1.5   Elect Director Matthew K. Rose ---
                       For
                 1.6   Elect Director Marc J. Shapiro ---
                       For
                 1.7   Elect Director J.C. Watts, Jr. ---
                       For
                 1.8   Elect Director Robert H. West ---
                       For
                 1.9   Elect Director J. Steven Whisler
                       --- For
                 1.10  Elect Director Edward E. Whitacre,
                       Jr. --- For
                 1.11  Elect Director Michael B. Yanney
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     C. R. Bard, Inc. *BCR*           067383109                          03/01/04            69,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Caremark Rx, Inc. *CMX*          141705103                          04/01/04           130,600
                 1     Elect Directors                       For        For                    Mgmt


05/20/04 - A     CDW Corp. *CDWC*                 12512N105                          04/01/04            91,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michelle L. Collins
                       --- For
                 1.2   Elect Director Casey G. Cowell ---
                       For
                 1.3   Elect Director John A. Edwardson
                       --- For
                 1.4   Elect Director Daniel S. Goldin ---
                       For
                 1.5   Elect Director Donald P. Jacobs ---
                       For
                 1.6   Elect Director Michael P. Krasny
                       --- For
                 1.7   Elect Director Terry L. Lengfelder
                       --- For
                 1.8   Elect Director Susan D. Wellington
                       --- For
                 1.9   Elect Director Brian E. Williams
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director         For        Against                Mgmt
                       Omnibus Stock Plan
                          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 11.53  percent is above the allowable cap for
                          this company of 10.16 percent.


05/12/04 - A     Charles River Laboratories       159864107                          03/15/04            63,200
                 International, Inc. *CRL*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James C. Foster ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  George  M.
                          Milne. We recommend that  shareholders  WITHHOLD
                          votes from  George M. Milne for  standing  as an
                          affiliated    outsider   on   the   Compensation
                          Committee.
                 1.2   Elect Director Robert Cawthorn ---
                       For
                 1.3   Elect Director Stephen D. Chubb ---
                       For
                 1.4   Elect Director George E. Massaro
                       --- For
                 1.5   Elect Director George M. Milne ---
                       Withhold
                 1.6   Elect Director Douglas E. Rogers
                       --- For
                 1.7   Elect Director Samuel O. Thier ---
                       For
                 1.8   Elect Director William H. Waltrip
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     CIT GROUP INC *CIT*              125581108                          03/26/04           204,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Albert R. Gamper,
                       Jr. --- For
                 1.2   Elect Director Gary C. Butler ---
                       For
                 1.3   Elect Director William A. Farlinger
                       --- For
                 1.4   Elect Director William M. Freeman
                       --- For
                 1.5   Elect Director Hon. Thomas H. Kean
                       --- For
                 1.6   Elect Director Edward J. Kelly, III
                       --- For
                 1.7   Elect Director Marianne Miller
                       Parrs --- For
                 1.8   Elect Director Jeffrey M. Peek ---
                       For
                 1.9   Elect Director John R. Ryan --- For
                 1.10  Elect Director Peter J. Tobin ---
                       For
                 1.11  Elect Director Lois M. Van Deusen
                       --- 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.


04/28/04 - A     City National Corp. *CYN*        178566105                          03/01/04           115,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Russell Goldsmith
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Ronald  L.
                          Olson. We recommend that  shareholders  WITHHOLD
                          votes from Ronald L. Olson for poor attendance.
                 1.2   Elect Director Michael L. Meyer ---
                       For
                 1.3   Elect Director Ronald L. Olson ---
                       Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt


06/23/04 - A/S   Cognos Inc. *CSN.*               19244C109                          04/26/04            95,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Ernst & Young LLP as Auditors  For        For                    Mgmt
                 3     Amend 2003 - 2008 Stock Option Plan   For        For                    Mgmt
                 4     Eliminate Class of Preferred Stock    For        For                    Mgmt


06/15/04 - A     Comverse Technology, Inc.        205862402                          04/27/04           167,400
                 *CMVT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Consol Energy, Inc. *CNX*        20854P109                          03/09/04            45,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/16/04 - A     Countrywide Financial Corp.      222372104                          04/19/04           165,649
                 *CFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/26/04 - A     DADE BEHRING HLDGS INC *DADE*    23342J206                          03/30/04           121,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/24/04 - A     DaVita Inc. *DVA*                23918K108                          04/19/04            96,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Nancy-Ann Deparle
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider C.  Raymond
                          Larkin,   Jr.  We  recommend  that  shareholders
                          WITHHOLD votes from C. Raymond Larkin,  Jr., for
                          poor attendance.
                 1.2   Elect Director Richard B. Fontaine
                       --- For
                 1.3   Elect Director Peter T. Grauer ---
                       For
                 1.4   Elect Director Michele J. Hooper
                       --- For
                 1.5   Elect Director C. Raymond Larkin,
                       Jr. --- Withhold
                 1.6   Elect Director John M. Nehra --- For
                 1.7   Elect Director William L. Roper ---
                       For
                 1.8   Elect Director Kent J. Thiry --- For


05/18/04 - A     Dean Foods Company *DF*          242370104                          03/26/04           262,350
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Alan J. Bernon ---
                       For
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from Ronald Kirk for standing as
                          an   affiliated   outsider  on  the   Nominating
                          Committee   and  for   failing   to   remove   a
                          dead-hand,  slow-hand, or similar feature in the
                          company's  poison pill. We also  recommend  that
                          shareholders  WITHHOLD votes from insiders Gregg
                          L. Engles and Alan J.  Bernon,  and  independent
                          outsiders  Joseph  S.  Hardin,  Jr.  and John S.
                          Llewellyn,   Jr.   for   failing   to  remove  a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill.
                 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


04/22/04 - A     Diebold, Inc. *DBD*              253651103                          02/27/04            74,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Dollar General Corp. *DG*        256669102                          03/22/04           200,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A/S   Domtar Inc. *DTC.*               257561100                          03/18/04           397,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Appoint PricewaterhouseCoopers LLP    For        For                    Mgmt
                       as Auditors
                 3     Allow Board to Appoint Additional     For        For                    Mgmt
                       Directors Between Annual Meetings


04/21/04 - A     Doral Financial Corp. *DRL*      25811P100                          03/12/04           178,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Increase Authorized Preferred Stock   For        Against                Mgmt
                          The requested  increase of 30,000,000 shares, is
                          above  the  allowable  threshold  of  22,000,000
                          shares.
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     E.W. Scripps Co. (The) *SSP*     811054204                          02/10/04            60,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David A. Galloway
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception   of   Nicholas  B.   Paumgarten.   We
                          recommend that shareholders  WITHHOLD votes from
                          Nicholas  B.   Paumgarten  for  standing  as  an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Nicholas B.
                       Paumgarten --- Withhold
                 1.3   Elect Director Ronald W. Tysoe ---
                       For
                 1.4   Elect Director Julie A. Wrigley ---
                       For


04/28/04 - A     Eaton Corp. *ETN*                278058102                          03/01/04            18,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Ensco International, Inc.        26874Q100                          03/15/04           188,600
                 *ESV*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- Withhold
                          We recommend that  shareholders vote FOR Rita M.
                          Rodriguez but WITHHOLD  votes from all the other
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from   Compensation   Committee
                          members David M.  Carmichael and Thomas L. Kelly
                          II for  not  aligning  CEO's  compensation  with
                          shareholders interests.
                 1.2   Elect Director Thomas L. Kelly II
                       --- Withhold
                 1.3   Elect Director Rita M. Rodriguez
                       --- For


05/19/04 - A     Equity Office Properties Trust   294741103                          03/12/04           128,400
                 *EOP*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/06/04 - A     Fiserv, Inc. *FISV*              337738108                          02/13/04           160,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


06/04/04 - A     Flowers Foods, Inc. *FLO*        343498101                          04/16/04            79,600
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Franklin L. Burke
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from insider George E. Deese and
                          independent   outsider  Franklin  L.  Burke  for
                          failing  to remove a  dead-hand,  slow-hand,  or
                          similar feature in the company's poison pill.
                 1.2   Elect Director George E. Deese ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     General Growth Properties,       370021107                          03/17/04           197,700
                 Inc. *GGP*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Georgia-Pacific Corp. *GP*       373298108                          03/10/04           133,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Barbara L. Bowles
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  James  B.  Williams,   David  R.
                          Goode,  Donald V. Fites,  and Barbara L. Bowles.
                          We recommend  that  shareholders  WITHHOLD votes
                          from James B. Williams,  David R. Goode,  Donald
                          V.  Fites,  and Barbara L. Bowles for failing to
                          remove  a  dead-hand,   slow-hand,   or  similar
                          feature in the company's poison pill.
                 1.2   Elect Director Donald V. Fites ---
                       Withhold
                 1.3   Elect Director David R. Goode ---
                       Withhold
                 1.4   Elect Director Karen N. Horn --- For
                 1.5   Elect Director William R. Johnson
                       --- For
                 1.6   Elect Director James B. Williams
                       --- Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     H.B. Fuller Co. *FUL*            359694106                          02/20/04           100,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     HCC Insurance Holdings, Inc.     404132102                          04/05/04           194,924
                 *HCC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/25/04 - A     Henry Schein, Inc. *HSIC*        806407102                          04/15/04            44,566
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Stanley M. Bergman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception of Pamela  Joseph.  We recommend  that
                          shareholders  WITHHOLD  votes from Pamela Joseph
                          for poor attendance.
                 1.2   Elect Director Gerald A. Benjamin
                       --- For
                 1.3   Elect Director James P. Breslawski
                       --- For
                 1.4   Elect Director Mark E. Mlotek ---
                       For
                 1.5   Elect Director Steven Paladino ---
                       For
                 1.6   Elect Director Barry J. Alperin ---
                       For
                 1.7   Elect Director Pamela Joseph ---
                       Withhold
                 1.8   Elect Director Donald J. Kabat ---
                       For
                 1.9   Elect Director Marvin H. Schein ---
                       For
                 1.10  Elect Director Irving Shafran ---
                       For
                 1.11  Elect Director Philip A. Laskawy
                       --- For
                 1.12  Elect Director Norman S. Matthews
                       --- For
                 1.13  Elect Director Louis W. Sullivan
                       --- For
                 1.14  Elect Director Margaret A. Hamburg
                       --- For
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Hershey Foods Corp. *HSY*        427866108                          03/01/04            42,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Hilton Hotels Corp. *HLT*        432848109                          03/29/04           256,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director A. Steven Crown ---
                       For
                 1.2   Elect Director David Michels --- For
                 1.3   Elect Director John H. Myers --- For
                 1.4   Elect Director Donna F. Tuttle ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Incentive Bonus Plan          For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Currently,  according  to our  definitions,  the
                          board consists of two insiders,  four affiliated
                          outsiders,   and  seven  independent  outsiders.
                          Thus,   insiders   and   affiliated    outsiders
                          constitute  46  percent of the board  seats.  We
                          believe  that  a  board  should   consist  of  a
                          substantial  majority of independent  outsiders.
                          In summary,  in evaluating  proposals  requiring
                          that a  substantial  majority  of the  board  be
                          composed of independent directors,  shareholders
                          should closely  examine the current  composition
                          of the  board,  the  proponent's  definition  of
                          independence,  and the board's responsiveness to
                          shareholder  concerns.  If the board composition
                          is  poor or the  board  has  not  fulfilled  its
                          fiduciary duties,  then shareholders should vote
                          in favor of a  proposal  which  would  require a
                          greater   number  of  outsiders  on  the  board.
                          However,  if the board is  already  sufficiently
                          independent  and  is  fulfilling  its  fiduciary
                          duty,    support   of   such   a   proposal   is
                          unnecessary.  Although  we do not agree with all
                          of   the    proponent's    classifications    of
                          independent  directors,  in  light  of the  fact
                          that the board is only 54  percent  independent,
                          we  believe  this  proposal  sends an  important
                          message to  management  and is in  shareholders'
                          best interests.


04/27/04 - A     Inter-Tel, Inc. *INTL*           458372109                          03/05/04           105,400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Steven G. Mihaylo
                       --- For
                 1.2   Elect Director J. Robert Anderson
                       --- For
                 1.3   Elect Director Jerry W. Chapman ---
                       For
                 1.4   Elect Director Gary D. Edens --- For
                 1.5   Elect Director C. Roland Haden ---
                       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.


04/13/04 - A     Investors Financial Services     461915100                          02/20/04            46,600
                 Corp. *IFIN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Invitrogen Corp. *IVGN*          46185R100                          02/27/04            51,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/19/04 - A     Jones Apparel Group, Inc.        480074103                          03/19/04            64,000
                 *JNY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/12/04 - A     Knight Trading Group, Inc.       499063105                          03/19/04           223,300
                 *NITE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director William L. Bolster
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Robert  M.
                          Lazarowitz.   We  recommend  that   shareholders
                          WITHHOLD  votes from  Robert M.  Lazarowitz  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation and Nominating committees.
                 1.2   Elect Director Charles V. Doherty
                       --- For
                 1.3   Elect Director Gary R. Griffith ---
                       For
                 1.4   Elect Director Thomas M. Joyce ---
                       For
                 1.5   Elect Director Robert M. Lazarowitz
                       --- Withhold
                 1.6   Elect Director Thomas C. Lockburner
                       --- For
                 1.7   Elect Director Rodger O. Riney ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Lafarge North America Inc.       505862102                          02/20/04           139,300
                 *LAF*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Marshall A. Cohen
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders Michel Rose,  Philippe R.
                          Rollier,   Bruno  Lafont,  Bernard  L.  Kasriel,
                          Bertrand P. Collomb,  and  affiliated  outsiders
                          Lawrence  Tanenbaum,  John D. Redfern and Robert
                          W.  Murdoch.   We  recommend  that  shareholders
                          WITHHOLD   votes  from   Michel  Rose  for  poor
                          attendance   and  for  failure  to  establish  a
                          majority  independent  board,  and from Bertrand
                          P.  Collomb  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
                          Lawrence  M.   Tanenbaum   for  standing  as  an
                          affiliated  outsider on the Audit  Committee and
                          for failure to establish a majority  independent
                          board,  from John D.  Redfern for standing as an
                          affiliated  outsider on the Audit and Nominating
                          committees,  and  for  failure  to  establish  a
                          majority  independent  board,  and from Philippe
                          R.  Rollier,  Bruno  Lafont,  Bernard L. Kasriel
                          and Robert W.  Murdoch for failure to  establish
                          a majority independent board.
                 1.2   Elect Director Bertrand P. Collomb
                       --- Withhold
                 1.3   Elect Director Philippe P. Dauman
                       --- For
                 1.4   Elect Director Bernard L. Kasriel
                       --- Withhold
                 1.5   Elect Director Bruno Lafont ---
                       Withhold
                 1.6   Elect Director Claudine B. Malone
                       --- For
                 1.7   Elect Director Blythe J. McGarvie
                       --- For
                 1.8   Elect Director James M. Micali ---
                       For
                 1.9   Elect Director Gwyn Morgan --- For
                 1.10  Elect Director Robert W. Murdoch
                       --- Withhold
                 1.11  Elect Director Bertin F. Nadeau ---
                       For
                 1.12  Elect Director John D. Redfern ---
                       Withhold
                 1.13  Elect Director Philippe R. Rollier
                       --- Withhold
                 1.14  Elect Director Michel Rose ---
                       Withhold
                 1.15  Elect Director Lawrence M.
                       Tanenbaum --- Withhold
                 1.16  Elect Director Gerald H. Taylor ---
                       For


05/13/04 - A     Lear Corporation *LEA*           521865105                          03/19/04            41,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Larry W. McCurdy ---
                       For
                 1.2   Elect Director Roy E. Parrott ---
                       For
                 1.3   Elect Director Richard F. Wallman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          We note  that the board  emphasizes  in the 2004
                          proxy   statement   that   this   proposal,   if
                          supported  by a majority  of votes  cast,  would
                          not be binding on the board and therefore  would
                          not  necessarily  effectuate  any changes to the
                          poison   pill.   Our   opinion   is  that  where
                          shareholders   express   their   views   clearly
                          through  voting  for a  proposal,  that  opinion
                          should be  listened  to by the  company's  board
                          directors.  Further,  where a board consistently
                          ignores  or  fails  to   implement   a  proposal
                          approved  by a  majority  of  shareholder  votes
                          cast, we believe that this may provide  adequate
                          reason for  recommending  withholding  votes for
                          future   director   elections.        While   we
                          welcome the  company's  introduction  of a board
                          committee  review  process for the poison  pill,
                          poison pills  greatly alter the balance of power
                          between   shareholders   and   management,   and
                          shareholders  should be  allowed  to make  their
                          own  evaluation  of  such  plans.  We  therefore
                          agree  with the  proponent  that  the  adoption,
                          maintenance  or  extension  of any  poison  pill
                          should be put to a shareholder vote.


04/22/04 - A     Lexmark International, Inc.      529771107                          03/05/04            52,000
                 *LXK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Lincoln National Corp. *LNC*     534187109                          02/20/04           129,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Deferred Compensation Plan    For        For                    Mgmt


05/06/04 - A     LSI Logic Corp. *LSI*            502161102                          03/11/04           206,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        Against                Mgmt
                          We generally  approve of plans which: (a) comply
                          with Section 423 of the Internal  Revenue  Code;
                          (b) have a  reasonable  number of  shares  being
                          reserved;   (c)  have  a   reasonable   offering
                          period,  and; (d) place limits on participation.
                          However,  in this case the plan also includes an
                          evergreen  provision which allows the company to
                          annually  reserve 1.15 percent of the  company's
                          outstanding  stock  less the  number  of  shares
                          available  for future  grants.  Because there is
                          no expiration  date  specified for this plan, we
                          are  unable to  determine  the  total  number of
                          shares  which will become  available  for future
                          issuance   and,  as  such,   we  are  unable  to
                          determine   if  the   number  of  shares   being
                          reserved is reasonable.
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Approve/Amend Executive Incentive     For        For                    Mgmt
                       Bonus Plan
                 5     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     M & T Bank Corp. *MTB*           55261F104                          02/27/04            44,000
                 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
                 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     Manpower Inc. *MAN*              56418H100                          02/17/04           111,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Mattel, Inc. *MAT*               577081102                          03/17/04           229,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Eugene P. Beard ---
                       For
                 1.2   Elect Director Michael J. Dolan ---
                       For
                 1.3   Elect Director Robert A. Eckert ---
                       For
                 1.4   Elect Director Tully M. Friedman
                       --- For
                 1.5   Elect Director Ronald M. Loeb ---
                       For
                 1.6   Elect Director Andrea L. Rich ---
                       For
                 1.7   Elect Director Ronald L. Sargent
                       --- For
                 1.8   Elect Director Christopher A.
                       Sinclair --- For
                 1.9   Elect Director G. Craig Sullivan
                       --- For
                 1.10  Elect Director John L. Vogelstein
                       --- For
                 1.11  Elect Director Kathy Brittain White
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          While we share  the  proponent's  concern  about
                          excessive  executive  compensation,  we  believe
                          this  proposal  is  too  restrictive  and  would
                          limit  the   flexibility  of  the   compensation
                          committee  to  design  appropriate  compensation
                          structure  for the  executives.  As  such,  this
                          item does not warrant shareholder approval.
                 4     Prohibit Auditor from Providing       Against    For                    ShrHoldr
                       Non-Audit Services
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.


05/13/04 - A     Maytag Corp. *MYG*               578592107                          03/16/04           154,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wayland R. Hicks ---
                       Withhold
                          Effective corporate  governance depends upon the
                          board   being   accountable   to   shareholders.
                          Although the proposals to  declassify  the board
                          and to submit the poison  pill to a  shareholder
                          vote   received   the  clear   mandate   of  the
                          company's   shareholders   for  more   than  two
                          consecutive   years,   the   board  has  yet  to
                          implement the  proposals in accordance  with the
                          desires  of   shareholders.   Such   failure  or
                          unwillingness  to  respond  to  the  desires  of
                          shareholders  warrants  withholding  votes  from
                          those  nominated  directors  that were directors
                          during the relevant period.        We  recommend
                          a vote FOR James A. McCaslin but WITHHOLD  votes
                          from Fred G. Steingraber,  W. Ann Reynolds,  and
                          Wayland R. Hicks for  failure to  implement  the
                          shareholder approved proposals.
                 1.2   Elect Director James A. McCaslin
                       --- For
                 1.3   Elect Director W. Ann Reynolds ---
                       Withhold
                 1.4   Elect Director Fred G. Steingraber
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Articles                        For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In  this  case,  the  company's  poison  was not
                          approved by shareholders  nor does it embody the
                          above  features  that  we  recommend.  While  we
                          acknowledge  the board's  note on  amending  the
                          term  of the  pill,  nevertheless  we  highlight
                          that the  board is able to  re-instate  the pill
                          or  reverse  this   determination  at  any  time
                          without  having  to seek  shareholder  approval.
                          Therefore,  we believe  that this  determination
                          by the board does little to answer the  concerns
                          and  interests of  shareholders.        We  note
                          also that the board has failed to implement  the
                          previously   supported   shareholder   proposals
                          regarding  adoption and  maintenance of a poison
                          pill.  Although we  recognize  that  shareholder
                          proposals  are not  binding on the  company,  we
                          consider  withholding  votes for  directors  who
                          ignore  shareholder  proposals  that  have  been
                          passed  two  years  in a row  by a  majority  of
                          votes   cast.   The   re-presentation   of  this
                          proposal   and  the  repeated   supported   from
                          shareholders   over   the   last   three   years
                          emphasizes  the  importance  that   shareholders
                          place  on  this   issue.   While  we   recommend
                          withholding  votes  on the  directors  nominated
                          this year, we will closely monitor  management's
                          response to this year's vote on this proposal.


06/17/04 - A     Michaels Stores, Inc. *MIK*      594087108                          04/26/04           115,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


05/19/04 - A     Mohawk Industries, Inc. *MHK*    608190104                          03/22/04            44,700
                 1     Elect Directors                       For        For                    Mgmt


06/16/04 - A     Monster Worldwide, Inc. *MNST*   611742107                          04/26/04            91,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/12/04 - A     Murphy Oil Corp. *MUR*           626717102                          03/15/04            36,000
                 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


05/05/04 - A     Nationwide Financial Services,   638612101                          03/08/04           171,400
                 Inc. *NFS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total  cost of the  company's  plans of 7.10
                          percent  is  above  the  allowable  cap for this
                          company of 5.16 percent.  Because this amendment
                          would  extend  the life of a plan  that  exceeds
                          the cost cap for an  additional  six  years,  we
                          recommend a vote AGAINST this proposal.
                 4     Approve Outside Director Stock        For        For                    Mgmt
                       Awards/Options in Lieu of Cash


05/06/04 - A     Newfield Exploration Co. *NFX*   651290108                          03/19/04           132,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     NII Holdings, Inc. *NIHD*        62913F201                          03/25/04            25,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Steven P. Dussek ---
                       Withhold
                          We  recommend  voting  FOR Steven  Shindler  and
                          withholding   votes  from  Steven   Dussek.   We
                          recommend that shareholders  WITHHOLD votes from
                          Steven P. Dussek for  standing as an  affiliated
                          outsider  on both  the  Audit  and  Compensation
                          committees.
                 1.2   Elect Director Steven M. Shindler
                       --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


05/13/04 - A     Norfolk Southern Corp. *NSC*     655844108                          03/05/04           217,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     North Fork Bancorporation,       659424105                          03/01/04           185,900
                 Inc. *NFB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     NVR, Inc. *NVR*                  62944T105                          03/01/04            10,160
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Establish Range For Board Size        For        For                    Mgmt
                 4     Amend Director Qualifications         For        For                    Mgmt
                 5     Amend Bylaws                          For        For                    Mgmt
                 6     Establish Range For Board Size        For        For                    Mgmt
                 7     Amend Bylaws                          For        For                    Mgmt
                 8     Prepare Sustainability Report         Against    Against                ShrHoldr


04/21/04 - A     Ohio Casualty Corp. *OCAS*       677240103                          03/01/04           182,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Limit Executive Compensation          Against    Against                ShrHoldr


05/18/04 - A     Omnicare, Inc. *OCR*             681904108                          03/31/04           119,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     ON Semiconductor Corporation     682189105                          03/22/04           504,500
                 *ONNN*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J. Daniel McCranie
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  Kevin Burns and Justin
                          T.  Chang.   We  recommend   that   shareholders
                          WITHHOLD  votes from  Kevin  Burns and Justin T.
                          Chang  for  failure  to   establish  a  majority
                          independent board.
                 1.2   Elect Director Kevin Burns ---
                       Withhold
                 1.3   Elect Director Justin T. Chang ---
                       Withhold
                 1.4   Elect Director Emmanuel T.
                       Hernandez --- For
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 22.12
                          percent  is  above  the  allowable  cap for this
                          company of 19.85  percent.  In addition the plan
                          is  amended  to allow  the board to  execute  an
                          option exchange  program at its  discretion.  We
                          would  like to see  the  stock  option  transfer
                          program   put  to   shareholder   vote  so  that
                          shareholders can evaluate the proposed  exchange
                          on  its  own  merits  and  ensure  that  it is a
                          value-for-value  exchange.  We  do  not  support
                          these plan amendments.
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Certificate of Designation of   For        For                    Mgmt
                       Preferred Stock
                 5     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Outback Steakhouse, Inc. *OSI*   689899102                          02/27/04            62,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John A. Brabson, Jr.
                       --- For
                 1.2   Elect Director Lee Roy Selmon ---
                       For
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 16.41  percent is above the allowable cap for
                          this company of 12.97 percent.
                 3     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/27/04 - A     Pacer International, Inc.        69373H106                          03/01/04           158,400
                 *PACR*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director P. Michael Giftos
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Bruce  H.
                          Spector and Michael S. Gross.  We recommend that
                          shareholders   WITHHOLD   votes  from  Bruce  H.
                          Spector for standing as an  affiliated  outsider
                          on the  Compensation  Committee  and for failure
                          to   establish   an    independent    nominating
                          committee,   and  from   Michael  S.  Gross  for
                          failure to establish an  independent  nominating
                          committee.
                 1.2   Elect Director Michael S. Gross ---
                       Withhold
                 1.3   Elect Director Bruce H. Spector ---
                       Withhold
                 1.4   Elect Director Thomas L. Finkbiner
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     PacifiCare Health Systems,       695112102                          03/31/04            33,033
                 Inc. *PHS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Aida Alvarez --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of Terry O.  Hartshorn.  We recommend
                          that  shareholders  WITHHOLD votes from Terry O.
                          Hartshorn   for   standing   as  an   affiliated
                          outsider  on  the  Compensation  and  Nominating
                          Committee.
                 1.2   Elect Director Bradley C. Call ---
                       For
                 1.3   Elect Director Terry O. Hartshorn
                       --- Withhold
                 1.4   Elect Director Dominic Ng --- For
                 1.5   Elect Director Howard G. Phanstiel
                       --- For
                 1.6   Elect Director Warren E. Pinckert
                       Ii --- For
                 1.7   Elect Director David A. Reed --- For
                 1.8   Elect Director Charles R. Rinehart
                       --- For
                 1.9   Elect Director Linda Rosenstock ---
                       For
                 1.10  Elect Director Lloyd E. Ross --- For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Packaging Corporation of         695156109                          03/15/04           276,700
                 America *PKG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Henry F. Frigon ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Thomas S.
                          Souleles  and Samuel M.  Mencoff.  We  recommend
                          that shareholders  WITHHOLD votes from Thomas S.
                          Souleles for standing as an affiliated  outsider
                          on the Compensation  and Nominating  committees,
                          and from Samuel M.  Mencoff  for  standing as an
                          affiliated    outsider   on   the   Compensation
                          Committee.
                 1.2   Elect Director Louis S. Holland ---
                       For
                 1.3   Elect Director Justin S. Huscher
                       --- For
                 1.4   Elect Director Samuel M. Mencoff
                       --- Withhold
                 1.5   Elect Director Thomas S. Souleles
                       --- Withhold
                 1.6   Elect Director Paul T. Stecko ---
                       For
                 1.7   Elect Director Rayford K.
                       Williamson --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/14/04 - A     Pactiv Corp. *PTV*               695257105                          03/19/04           303,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/29/04 - A     PATTERSON-UTI ENERGY INC.        703481101                          05/28/04           177,100
                 *PTEN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Peabody Energy Corp. *BTU*       704549104                          03/15/04           101,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William A. Coley ---
                       For
                 1.2   Elect Director Irl F. Engelhardt
                       --- For
                 1.3   Elect Director William C. Rusnack
                       --- For
                 1.4   Elect Director Alan H. Washkowitz
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Since  approval  of this  proposal  will  ensure
                          continued   independence   on  the   board,   we
                          recommend a vote for this proposal.


04/27/04 - A     PerkinElmer Inc. *PKI*           714046109                          02/27/04           229,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


06/10/04 - A     PETsMART *PETM*                  716768106                          04/12/04           128,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/28/04 - A     Phelps Dodge Corp. *PD*          717265102                          04/08/04            36,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Marie L. Knowles ---
                       For
                 1.2   Elect Director Jon C. Madonna ---
                       For
                 1.3   Elect Director Gordon R. Parker ---
                       For
                 1.4   Elect Director Robert D. Johnson
                       --- For
                 2     Cease Charitable Contributions        Against    Against                ShrHoldr
                          We    generally    believe    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.  Phelps Dodge's
                          charitable    programs   support   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.


05/13/04 - A     Pioneer Natural Resources Co.    723787107                          03/17/04           109,200
                 *PXD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/10/04 - A     Pitney Bowes Inc. *PBI*          724479100                          03/12/04            88,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


04/27/04 - A     Pogo Producing Co. *PPP*         730448107                          03/12/04            89,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     PPL Corp. *PPL*                  69351T106                          02/27/04           120,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A/S   Precision Drilling Corporation   74022D100                          03/22/04            92,300
                 *PD.*
                 1     Elect W.C. Dunn, Robert J.S.          For        For                    Mgmt
                       Gibson, Murray K. Mullen, Patrick
                       M. Murray, Fred W. Pheasey, Robert
                       L. Phillips, Hank B. Swartout,
                       H.Garth Wiggins as Directors
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve 2004 Stock Option Plan        For        Against                Mgmt
                          We commend the company for expressly  forbidding
                          the  repricing of stock  options  under the plan
                          and  limiting  director   participation  in  the
                          plan.  However,  the total cost of the company's
                          plans of 3.54  percent  is above  the  allowable
                          cap for this company of 3.51 percent.


05/18/04 - A     ProLogis *PLD*                   743410102                          03/17/04           148,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 3     Ratify Auditors                       For        For                    Mgmt


06/30/04 - A     Protein Design Labs, Inc.        74369L103                          05/20/04            33,473
                 *PDLI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          Although    the   plan    expressly    prohibits
                          repricing,  the total cost of the company's plan
                          is 14.04  percent,  which is above the allowable
                          cap for this company of 12.51 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Providian Financial Corp.        74406A102                          03/15/04           349,400
                 *PVN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Pulte Homes Inc. *PHM*           745867101                          03/16/04            87,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Richard J. Dugas,
                       Jr. --- For
                 1.2   Elect Director David N. McCammon
                       --- For
                 1.3   Elect Director William J. Pulte ---
                       For
                 1.4   Elect Director Francis J. Sehn ---
                       For
                 1.5   Elect Director Michael E. Rossi ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditor                        Against    For                    ShrHoldr
                          Before    the    corporate    accounting-related
                          scandals of the past two years,  ratification of
                          auditors  was  generally  viewed  as  a  routine
                          agenda   item.   A  vote  for  an   auditor   by
                          shareholders  is  confirmation  that the auditor
                          has    objectively    reviewed   the   company's
                          financial   statements   for   compliance   with
                          generally accepted  accounting  principles.  Due
                          to the recent SEC rules on auditor  independence
                          and  increased   shareholder  scrutiny  on  this
                          issue,  however,  ratification  of auditors  has
                          turned into a more  controversial  agenda  item.
                          As such,  we believe  that  shareholders  should
                          have the  opportunity  to assess  the  auditor's
                          general  performance,  the audit  and  non-audit
                          related  fees  paid  by  the  company,  and  the
                          auditor's  overall  independence.        We  can
                          see  no  compelling  reason  why  the  company's
                          shareholders  should not be given the right to a
                          non-binding   ratification  of  the  independent
                          auditor   selected   by  the   company's   audit
                          committee.


05/19/04 - A     Reliance Steel & Aluminum Co.    759509102                          04/08/04            59,100
                 *RS*
                 1     Change Range for Size of the Board    For        For                    Mgmt
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 3     Elect Directors                       For        Split                  Mgmt
                 3.1   Elect Director Joe D. Crider ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider Joe D. Crider.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Joe  D.   Crider   for   standing   as  an
                          affiliated  outsider  on  the  Compensation  and
                          Nominating committees.
                 3.2   Elect Director Thomas W. Gimbel ---
                       For
                 3.3   Elect Director David H. Hannah ---
                       For
                 3.4   Elect Director Gregg J. Mollins ---
                       For
                 4     Approve Stock Option Plan             For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/26/04 - A     Roper Industries, Inc. *ROP*     776696106                          03/31/04            88,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Brian D. Jellison
                       --- For
                 1.2   Elect Director W. Lawrence Banks
                       --- For
                 1.3   Elect Director David W. Devonshire
                       --- For
                 1.4   Elect Director John F. Fort III ---
                       For
                 2     Amend Omnibus Stock Plan              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.


05/20/04 - A     Ross Stores, Inc. *ROST*         778296103                          03/22/04           183,000
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Michael J. Bush ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Audit  Committee   member
                          Michael J. Bush for  standing  as an  affiliated
                          outsider    on   the   Audit   and    Nominating
                          committees,  and  for  failure  to  establish  a
                          majority  independent  board.  We also recommend
                          that    shareholders    WITHHOLD    votes   from
                          affiliated  outsider  Norman A.  Ferber and from
                          insider   James  C.   Peters   for   failure  to
                          establish a majority independent board.
                 1.2   Elect Director Norman A. Ferber ---
                       Withhold
                 1.3   Elect Director James C. Peters ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     SCANA Corporation *SCG*          80589M102                          03/10/04            74,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Outside Director Stock        For        For                    Mgmt
                       Awards in Lieu of Cash
                 3     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     SEI Investment Company *SEIC*    784117103                          04/01/04           162,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Alfred P. West, Jr.
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsider  William M.
                          Doran  and  insider   Alfred  P.  West,  Jr.  We
                          recommend that shareholders  WITHHOLD votes from
                          Alfred P. West,  Jr. for  standing as an insider
                          on the  Compensation  Committee  and for failure
                          to   establish   an    independent    nominating
                          committee.  We also recommend that  shareholders
                          WITHHOLD   votes  from   William  M.  Doran  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation   Committee   and  for  failure  to
                          establish an independent nominating committee.
                 1.2   Elect Director William M. Doran ---
                       Withhold
                 1.3   Elect Director Howard D. Ross ---
                       For
                 1.4   Elect Director Thomas W. Smith ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Sepracor Inc. *SEPR*             817315104                          04/06/04            30,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Smith International, Inc.        832110100                          02/27/04            37,400
                 *SII*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James R. Gibbs ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Jerry W. Neely.  We recommend  that
                          shareholders  WITHHOLD votes from Jerry W. Neely
                          for  standing as an  affiliated  outsider on the
                          Audit and on the Compensation committees.
                 1.2   Elect Director Jerry W. Neely ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Southwest Bancorporation of      84476R109                          03/25/04            82,228
                 Texas, Inc. *SWBT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Deferred Compensation Plan    For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     St. Jude Medical, Inc. *STJ*     790849103                          03/15/04            59,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael A. Rocca ---
                       For
                 1.2   Elect Director David A. Thompson
                       --- For
                 1.3   Elect Director Stefan K.
                       Widensohler --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Increase Authorized Common Stock      For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal    is    unduly    restrictive.     The
                          Compensation     Committee    and     Management
                          Development   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.


06/17/04 - A     Staples, Inc. *SPLS*             855030102                          04/19/04           141,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Given  that the plan has  already  expired,  and
                          that the board has  determined  not to renew the
                          plan, this proposal has become moot.  Therefore,
                          we  recommend  that  shareholders  vote  against
                          this item.
                 7     Submit Shareholder Rights Plan        Against    For                    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.
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          Our  policy  is  to  recommend   voting  against
                          proposals  that seek to set  absolute  levels on
                          compensation or otherwise  dictate the amount or
                          form of compensation.
                 9     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                          In this case,  the company states that the Audit
                          Committee  pre-approves  all services by Ernst &
                          young LLP, the  company's  independent  auditors
                          in compliance  with the rules of  Sarbanes-Oxley
                          Act.  Also,  the  aggregate  fees  paid for 'tax
                          services'  and  'other  services'  are less than
                          the  aggregate  fees paid for  'audit  services'
                          and  'audit-related  services'.   Therefore,  we
                          believe   this   proposal   does   not   warrant
                          shareholder support.


05/19/04 - A     Station Casinos, Inc. *STN*      857689103                          03/26/04            70,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Lorenzo J. Fertitta
                       --- Withhold
                          We  recommend  a vote FOR James E. Nave,  D.V.M.
                          but WITHHOLD votes from all the other  nominees.
                          We recommend  that  shareholders  WITHHOLD votes
                          from insider  Lorenzo J. Fertitta and affiliated
                          outsider   Blake  L.   Sartini  for  failure  to
                          establish a majority independent board.
                 1.2   Elect Director Blake L. Sartini ---
                       Withhold
                 1.3   Elect Director James E. Nave,
                       D.V.M. --- For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/20/04 - A     Storage Technology Corp. *STK*   862111200                          04/02/04           164,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


04/26/04 - A     Symbol Technologies, Inc.        871508107                          03/01/04           261,000
                 *SBL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     TCF Financial Corp. *TCB*        872275102                          03/01/04           155,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Telik, Inc. *TELK*               87959M109                          03/25/04            75,152
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     The Hartford Financial           416515104                          03/22/04            65,900
                 Services Group, Inc. *HIG*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Ramani Ayer --- For
                 1.2   Elect Director Ronald E. Ferguson
                       --- For
                 1.3   Elect Director Edward J. Kelly, III
                       --- For
                 1.4   Elect Director Paul G. Kirk, Jr.
                       --- For
                 1.5   Elect Director Thomas M. Marra ---
                       For
                 1.6   Elect Director Gail J. McGovern ---
                       For
                 1.7   Elect Director Robert W. Selander
                       --- For
                 1.8   Elect Director Charles B. Strauss
                       --- For
                 1.9   Elect Director H. Patrick Swygert
                       --- For
                 1.10  Elect Director Gordon I. Ulmer ---
                       For
                 1.11  Elect Director David K. Zwiener ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  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.


05/13/04 - A     The Washington Post Co. *WPO*    939640108                          03/15/04             5,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John L. Dotson, Jr.
                       --- For
                 1.2   Elect Director Ronald L. Olson ---
                       For
                 1.3   Elect Director Alice M. Rivlin ---
                       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.


04/15/04 - A     Tractor Supply Co. *TSCO*        892356106                          03/02/04            39,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James F. Wright ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Gerard E. Jones.  We recommend that
                          shareholders   WITHHOLD  votes  from  Gerard  E.
                          Jones for standing as an affiliated  outsider on
                          the Nominating Committee.
                 1.2   Elect Director Gerard E. Jones ---
                       Withhold
                 1.3   Elect Director Edna K. Morris ---
                       For
                 2     Ratify Auditors                       For        Against                Mgmt
                          One of the most  important  issues  relating  to
                          auditors  is the  independence  of the  auditing
                          process.  The  auditor's  independence  from the
                          company being audited  reduces the potential for
                          abuse.  Recently,  many  accounting  firms  have
                          expanded their  business to include  broad-based
                          consulting  services.  We  believe  that in some
                          cases, such consulting  services,  when operated
                          side by side with the accounting  business,  can
                          lower auditor  objectivity.        More than 50%
                          of  the  total  fees  paid  to  the  auditor  is
                          attributable  to  non-audit  work.  This notably
                          disproportionate     fee    arrangement    could
                          significantly      impair     the      auditor's
                          independence.  We  recommend a vote against this
                          proposal.
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/20/04 - A     Ultra Petroleum Corp. *UPL*      903914109                          04/08/04           210,949
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Michael D. Watford as a
                       Director --- For
                 1.2   Elect William C. Helton as a
                       Director --- For
                 1.3   Elect James E. Nielson as a
                       Director --- For
                 1.4   Elect Robert E. Rigney as a
                       Director --- For
                 1.5   Elect James C. Roe as a Director
                       --- For
                 2     Approve Auditors and Authorize        For        For                    Mgmt
                       Board to Fix Remuneration of
                       Auditors
                 3     Other Business                        For        Against                Mgmt
                          As we can not know the content of these  issues,
                          we cannot  recommend that  shareholders  approve
                          this request.


04/28/04 - A     United Surgical Partners         913016309                          03/12/04            61,300
                 International Inc *USPI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Valeant Pharmaceuticals Intl.    91911X104                          04/14/04            22,140
                 *VRX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Valero Energy Corp. *VLO*        91913Y100                          03/01/04            63,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


06/10/04 - S     Varian Medical Systems Inc       92220P105                          04/12/04            82,000
                 *VAR*
                 1     Increase Authorized Common Stock      For        For                    Mgmt


05/27/04 - A     VeriSign Inc *VRSN*              92343E102                          03/29/04           120,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Vertex Pharmaceuticals Inc.      92532F100                          03/12/04           142,887
                 *VRTX*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Joshua S. Boger ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Elaine  S.
                          Ullian.
                 1.2   Elect Director Charles A. Sanders
                       --- For
                 1.3   Elect Director Elaine S. Ullian ---
                       Withhold
                 1.4   Elect Director Eve E. Slater --- For
                 1.5   Elect Director John F. Niblack ---
                       For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/12/04 - A     Vishay Intertechnology, Inc.     928298108                          03/29/04           125,888
                 *VSH*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dr. Felix Zandman
                       --- Withhold
                          We   recommend   a  vote  FOR  Zvi  Grinfas  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          Philippe  Gazeau for  standing as an  affiliated
                          outsider on the Audit  Committee and for failure
                          to establish a majority  independent  board.  We
                          also recommend  WITHHOLDING  votes from insiders
                          Dr.  Felix  Zandman  and  Dr.  Gerald  Paul  for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Philippe Gazeau ---
                       Withhold
                 1.3   Elect Director Zvi Grinfas --- For
                 1.4   Elect Director Dr. Gerald Paul ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Approve Restricted Stock Plan         For        For                    Mgmt


05/14/04 - A     Waste Management, Inc. *WMI*     94106L109                          03/19/04           185,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


06/09/04 - A     Wind River Systems, Inc.         973149107                          04/21/04           451,100
                 *WIND*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Wisconsin Energy Corp. *WEC*     976657106                          02/25/04           197,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt


05/20/04 - A     Yellow Roadway Corp. *YELL*      985577105                          03/22/04            69,798
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/03/04 - A     Zebra Technologies Corp.         989207105                          04/08/04            53,259
                 *ZBRA*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adopt Charter Language on Board       Against    Abstain                ShrHoldr
                       Diversity


05/10/04 - A     Zimmer Holdings Inc *ZMH*        98956P102                          03/15/04            68,800
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Larry C. Glasscock
                       --- Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  independent  outsiders John L.  McGoldrick
                          and Larry C.  Glasscock for failure to implement
                          the  proposal  to submit  the  company's  poison
                          pill to a shareholder vote.
                 1.2   Elect Director John L. McGoldrick
                       --- Withhold
                 2     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In  this  case,   the  company's  pill  was  not
                          approved  by  shareholders,  nor does it  embody
                          the  features  that we  recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder vote.
                 3     Ratify Auditors                       Against    For                    ShrHoldr
                          We  can  see  no   compelling   reason  why  the
                          company's  shareholders  should not be given the
                          right  to  a  non-binding  ratification  of  the
                          independent  auditor  selected by the  company's
                          audit committee.






                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT MID CAP INDEX FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

09/23/03 - A     3com Corp. *COMS*                 885535104                         07/25/03            12,700
                 1      Elect Directors                       For        For
                 1.1    Elect Director Bruce L. Claflin ---
                        For
                 1.2    Elect Director Paul G. Yovovich ---
                        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


09/18/03 - A     Activision, Inc. *ATVI*           004930202                         07/28/03             3,100
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert A. Kotick ---
                        For
                 1.2    Elect Director Brian G. Kelly ---
                        For
                 1.3    Elect Director Ronald Doornink ---
                        For
                 1.4    Elect Director Kenneth L. Henderson
                        --- For
                 1.5    Elect Director Barbara S. Isgur ---
                        For
                 1.6    Elect Director Steven T. Mayer ---
                        For
                 1.7    Elect Director Robert J. Morgado
                        --- For
                 2      Increase Authorized Preferred and     For        Against
                        Common Stock
                 3      Approve Omnibus Stock Plan            For        Against
                 4      Ratify Auditors                       For        For


08/06/03 - A     Acxiom Corp. *ACXM*               005125109                         06/13/03             3,830
                 1      Elect Directors                       For        For
                 1.1    Elect Director Dr. Ann Hayes Die
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director William J. Henderson
                        --- For
                 1.3    Elect Director Charles D. Morgan
                        --- For
                 2      Amend Stock Option Plan               For        Against
                 3      Amend Stock Option Plan               For        Against


08/14/03 - A     Airborne, Inc. *ABF*              009269101                         07/08/03             1,720
                 1      Approve Merger Agreement              For        For
                 2      Approve Merger Agreement              For        For
                 3      Adopt Supermajority Vote              For        For
                        Requirement for Amendments
                 4      Adopt Shareholder Rights Plan         For        For
                        (Poison Pill)
                 5.A    Elect Director Carl D. Donaway        For        For
                 5.B    Elect Director Richard M. Rosenberg   For        For
                        Shareholder Proposals
                 6      Submit Shareholder Rights Plan        Against    Against
                        (Poison Pill) to Shareholder Vote
                 7      Separate Chairman and CEO Positions   Against    Against
                 8      Performance-Based/Indexed Options     Against    Against
                 9      Expense Stock Options                 Against    For


07/29/03 - A     Airgas, Inc. *ARG*                009363102                         06/19/03             3,090
                 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
                 3      Approve Executive Incentive Bonus     For        For
                        Plan
                 4      Ratify Auditors                       For        For


07/17/03 - A     Apria Healthcare Group, Inc.      037933108                         05/30/03             2,340
                 *AHG*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Vicente Anido, Jr.
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director I.T. Corley --- For
                 1.3    Elect Director David L. Goldsmith
                        --- For
                 1.4    Elect Director Lawrence M. Higby
                        --- For
                 1.5    Elect Director Richard H. Koppes
                        --- For
                 1.6    Elect Director Philip R. Lochner,
                        Jr. --- For
                 1.7    Elect Director Jeri L. Lose --- For
                 1.8    Elect Director Beverly Benedict
                        Thomas --- For
                 1.9    Elect Director Ralph V. Whitworth
                        --- For
                 2      Approve Omnibus Stock Plan            For        For


09/08/03 - A     Bob Evans Farms, Inc. *BOBE*      096761101                         07/18/03             1,210
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Larry C. Corbin ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception of Audit  Committee  member Robert E.H.
                          Rabold for paying excessive non-audit fees.
                 1.2    Elect Director Stewart K. Owens ---
                        For
                 1.3    Elect Director Robert E.H. Rabold
                        --- Withhold


07/16/03 - S     Clayton Homes, Inc.               184190106                         07/09/03             5,770
                 1      Approve Merger Agreement              For        For


07/15/03 - A     Constellation Brands, Inc.        21036P108                         05/20/03             3,900
                 *STZ.B*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Thomas C. McDermott
                        as Class A Stock Director ---
                        Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Thomas  C.   McDermott   for   paying   excessive
                          non-audit fees.
                 1.2    Elect Director Paul L. Smith as
                        Class A Stock Director --- Withhold
                          WITHHOLD votes from Audit  Committee  member Paul
                          L. Smith for paying excessive non-audit fees.
                 1.3    Elect Director George Bresler as
                        Class B Stock Director --- For
                 1.4    Elect Director Jeananne K. Hauswald
                        as Class B Stock Director ---
                        Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Jeananne  K.   Hauswald   for  paying   excessive
                          non-audit fees.
                 1.5    Elect Director James A. Locke III
                        as Class B Stock Director ---
                        Withhold
                          WITHHOLD  votes  from  James  A.  Locke  III  for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee
                 1.6    Elect Director Richard Sands, Ph.D.
                        as Class B Stock Director --- For
                 1.7    Elect Director Robert Sands as
                        Class B Stock Director --- Withhold
                          WITHHOLD  votes from Robert Sands for standing as
                          an insider on the Nominating Committee.
                 2      Ratify Auditors                       For        Against


09/29/03 - A     Fidelity National Financial,      316326107                         08/18/03             4,725
                 Inc. *FNF*
                 1      Increase Authorized Common Stock      For        For
                 2      Elect Directors                       For        For


08/04/03 - A     GTECH Holdings Corp. *GTK*        400518106                         06/13/03             2,400
                 1      Elect Directors                       For        For
                 1.1    Elect Director Burnett W. Donoho
                        --- For
                 1.2    Elect Director James F. McCann ---
                        For
                 1.3    Elect Director W. Bruce Turner ---
                        For
                          WITHHOLD  votes from W. Bruce Turner for standing
                          as an insider on the Nominating Committee.
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For


09/29/03 - A     Herman Miller, Inc. *MLHR*        600544100                         08/01/03             2,570
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


09/12/03 - A     Integrated Device Technology,     458118106                         07/21/03             3,590
                 Inc. *IDTI*
                 1      Elect Director Gregory S. Lang        For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        Against


09/23/03 - A     Interstate Bakeries Corp. *IBC*   46072H108                         08/08/03             1,560
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/23/03 - A     KEMET Corporation *KEM*           488360108                         06/13/03             3,700
                 1      Elect Directors                       For        Withhold
                 1.1    Elect Director Charles E. Volpe ---
                        Withhold
                          We  recommend  withholding  votes from all of the
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  insider  Dr.  Jeffrey  A.
                          Graves and affiliated  outsider  Charles E. Volpe
                          for   failure   to   establish   an   independent
                          nominating committee.
                 1.2    Elect Director Dr. Jeffrey A.
                        Graves --- Withhold
                 2      Ratify Auditors                       For        Against


09/10/03 - A     Korn Ferry International *KFY*    500643200                         07/22/03             1,300
                 1      Elect Directors                       For        For
                 1.1    Elect Director Patti S. Hart --- For
                 1.2    Elect Director Paul C. Reilly ---
                        For
                 2      Ratify Auditors                       For        For
                 3      Approve Employee Stock Purchase Plan  For        For
                 4      Amend Omnibus Stock Plan              For        Against


07/22/03 - A     Legg Mason, Inc. *LM*             524901105                         05/23/03             2,830
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Carl Bildt --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  insider  Harry M.  Ford,  Jr..  We
                          recommend that  shareholders  WITHHOLD votes from
                          Harry M. Ford,  Jr. for failure to  establish  an
                          independent nominating committee.
                 1.2    Elect Director Harry M. Ford, Jr.
                        --- Withhold
                 1.3    Elect Director John E. Koerner, III
                        --- For
                 1.4    Elect Director Peter F. O'Malley
                        --- For
                 1.5    Elect Director James E. Ukrop ---
                        For
                 1.6    Elect Director Dennis R. Beresford
                        --- For


07/24/03 - A     Macromedia, Inc. *MACR*           556100105                         05/27/03             2,620
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Robert K. Burgess
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of John  (Ian)  Giffen,  from  whom we
                          recommend   shareholders   WITHHOLD   votes   for
                          standing as an  affiliated  outsider on the Audit
                          Committee.
                 1.2    Elect Director John (Ian) Giffen
                        --- Withhold
                 1.3    Elect Director William H. Harris,
                        Jr. --- For
                 1.4    Elect Director Robert A. Kotick ---
                        For
                 1.5    Elect Director Donald L. Lucas ---
                        For
                 1.6    Elect Director Timothy O'Reilly ---
                        For
                 1.7    Elect Director William B. Welty ---
                        For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Ratify Auditors                       For        For


08/27/03 - A     McData Corporation *MCDT*         580031201                         07/01/03             4,000
                 1      Elect Directors                       For        For
                 1.1    Elect Director Charles C. Johnston
                        --- For
                 1.2    Elect Director John F. McDonnell
                        --- For
                 1.3    Elect Director Laurence G. Walker
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Amend Omnibus Stock Plan              For        For


08/15/03 - A     Microchip Technology, Inc.        595017104                         06/20/03             8,735
                 *MCHP*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Steve Sanghi --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Albert J.
                        Hugo-Martinez --- For
                 1.3    Elect Director L.B. Day --- For
                 1.4    Elect Director Matthew W. Chapman
                        --- For
                 1.5    Elect Director Wade F. Meyercord
                        --- For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Employee Stock Purchase Plan    For        For


07/16/03 - A     Modine Manufacturing Co. *MODI*   607828100                         05/27/03             1,450
                 1      Elect Directors                       For        For
                 1.1    Elect Director Frank W. Jones ---
                        For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Dennis J. Kuester
                        --- For
                 1.3    Elect Director Michael T.Yonker ---
                        For


07/25/03 - A     Mylan Laboratories Inc. *MYL*     628530107                         05/23/03             7,950
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Milan Puskar --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of Douglas J. Leech.  We recommend that
                          shareholders   WITHHOLD  votes  from  Douglas  J.
                          Leech for standing as an  affiliated  outsider on
                          the Audit and Nominating Committees.
                 1.2    Elect Director Robert J. Coury ---
                        For
                 1.3    Elect Director Wendy Cameron --- For
                 1.4    Elect Director Laurence S. DeLynn
                        --- For
                 1.5    Elect Director John C. Gaisford,
                        M.D. --- For
                 1.6    Elect Director Douglas J. Leech ---
                        Withhold
                 1.7    Elect Director Joseph C. Maroon,
                        M.D. --- For
                 1.8    Elect Director Patricia A. Sunseri
                        --- For
                 1.9    Elect Director C.B. Todd --- For
                 1.10   Elect Director Randall L.
                        Vanderveen, Ph.D. --- For
                 1.11   Elect Director Stuart A. Williams,
                        Esq. --- For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For


09/10/03 - S     Park Place Entertainment *PPE*    700690100                         07/24/03            10,580
                 1      Change Company Name                   For        For


09/08/03 - A     Patterson Dental Co. *PDCO*       703412106                         07/14/03             2,400
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/16/03 - A     Powerwave Technologies, Inc.      739363109                         05/19/03             2,820
                 *PWAV*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Daniel A. Artusi ---
                        For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Gregory M. Avis ---
                        For
                 1.3    Elect Director John L. Clendenin
                        --- For
                 1.4    Elect Director Bruce C. Edwards ---
                        For
                 1.5    Elect Director David L. George ---
                        For
                 1.6    Elect Director Eugene L. Goda ---
                        For
                 1.7    Elect Director Carl W. Neun --- For
                 1.8    Elect Director Safi U. Qureshey ---
                        For
                 1.9    Elect Director Andrew J. Sukawaty
                        --- For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


08/13/03 - A     Precision Castparts Corp. *PCP*   740189105                         06/20/03             2,320
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For


09/03/03 - A     Quantum Corp. *QNTM*              747906204                         07/07/03             6,060
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan


07/22/03 - A     RF Micro Devices, Inc. *RFMD*     749941100                         05/30/03             7,800
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert A.
                        Bruggeworth --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director David A. Norbury ---
                        For
                 1.3    Elect Director William J. Pratt ---
                        For
                 1.4    Elect Director Daniel A. Dileo ---
                        For
                 1.5    Elect Director Dr. Frederick J.
                        Leonberger --- For
                 1.6    Elect Director Dr. Albert E.
                        Paladino --- For
                 1.7    Elect Director Erik Van Der Kaay
                        --- For
                 1.8    Elect Director Walter H. Wilkinson,
                        Jr. --- For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For


09/23/03 - A     Scholastic Corp. *SCHL*           807066105                         08/01/03             1,380
                 1      Elect Directors                       For        For
                 1.1    Elect Director John L. Davies as
                        Common Stock Director --- For
                 1.2    Elect Director Linda B. Keene as
                        Common Stock Director --- For
                 1.3    Elect Director John G. McDonald as
                        Common Stock Director --- For
                 1.4    Elect Director Richard Robinson as
                        Class A Stock Director --- For
                 1.5    Elect Director Rebeca M. Barrera as
                        Class A Stock Director --- For
                 1.6    Elect Director Ramon C. Cortines as
                        Class A Stock Director --- For
                 1.7    Elect Director Charles T. Harris
                        III as Class A Stock Director ---
                        For
                 1.8    Elect Director Andrew S. Hedden as
                        Class A Stock Director --- For
                 1.9    Elect Director Mae C. Jemison as
                        Class A Stock Director --- For
                 1.10   Elect Director Peter M. Mayer as
                        Class A Stock Director --- For
                 1.11   Elect Director Augustus K. Oliver
                        as Class A Stock Director --- For
                 1.12   Elect Director Richard M. Spaulding
                        as Class A Stock Director --- For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Non-Employee Director Stock     For        Against
                        Option Plan


08/11/03 - S     Sierra Pacific Resources *SRP*    826428104                         06/18/03             5,170
                 1      Approve the Conversion of Securities  For        For


09/03/03 - A     Smithfield Foods, Inc. *SFD*      832248108                         07/11/03             3,800
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/25/03 - A     Steris Corp. *STE*                859152100                         05/29/03             2,970
                 1      Elect Directors                       For        For
                        Shareholder Proposal
                 2      Declassify the Board of Directors     Against    Against


08/14/03 - A     The J. M. Smucker Co. *SJM*       832696405                         06/16/03             2,188
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/31/03 - A     Tidewater Inc. *TDW*              886423102                         06/02/03             2,610
                 1      Elect Directors                       For        For




                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT MID CAP INDEX FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

12/29/03 - S     Activision, Inc. *ATVI*           004930202                         12/01/03             3,300
                 1      Increase Authorized Common Stock      For        For


10/30/03 - A     Affiliated Computer Services,     008190100                         09/19/03             4,840
                 Inc. *ACS*
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For


11/05/03 - A     AmeriCredit Corp. *ACF*           03060R101                         09/12/03             5,600
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


11/06/03 - A     Avnet, Inc. *AVT*                 053807103                         09/08/03             4,240
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


10/23/03 - A     Barr Laboratories, Inc. *BRL*     068306109                         09/02/03             2,450
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Bruce L. Downey ---
                        Withhold
                          WITHHOLD  votes from insider  Bruce L. Downey for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director Paul M. Bisaro ---
                        Withhold
                          WITHHOLD  votes from  insider  Paul M. Bisaro for
                          failure to  establish an  independent  nominating
                          committee.
                 1.3    Elect Director Carole S. Ben-Maimon
                        --- Withhold
                          WITHHOLD votes from insider Carole S.  Ben-Maimon
                          for   failure   to   establish   an   independent
                          nominating committee.
                 1.4    Elect Director George P. Stephan
                        --- For
                 1.5    Elect Director Jack M. Kay --- For
                 1.6    Elect Director Harold N. Chefitz
                        --- For
                 1.7    Elect Director Richard R. Frankovic
                        --- For
                 1.8    Elect Director Peter R. Seaver ---
                        For
                 1.9    Elect Director James S. Gilmore,
                        III --- For
                 2      Change State of Incorporation from    For        For
                        New York to Delaware
                 3      Increase Authorized Common Stock      For        For


11/12/03 - S     Biogen IDEC Inc *BIIB*            449370105                         09/25/03             5,640
                 1      Approve Merger Agreement              For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan
                 5      Adjourn Meeting                       For        Against


11/13/03 - A     Brinker International, Inc.       109641100                         09/15/03             3,475
                 *EAT*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Ronald A. McDougall
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions    of    Cece    Smith,    James    E.
                          Oesterreicher,   Ronald   Kirk,   and  Marvin  J.
                          Girouard.    We   recommend   that   shareholders
                          WITHHOLD votes from Audit Committee  members Cece
                          Smith, James E.  Oesterreicher,  Ronald Kirk, and
                          Marvin   J.   Girouard   for   paying   excessive
                          non-audit fees.
                 1.2    Elect Director Douglas H. Brooks
                        --- For
                 1.3    Elect Director Dan W. Cook, III ---
                        For
                 1.4    Elect Director Robert M. Gates ---
                        For
                 1.5    Elect Director Marvin J. Girouard
                        --- Withhold
                 1.6    Elect Director Ronald Kirk ---
                        Withhold
                 1.7    Elect Director George R. Mrkonic
                        --- For
                 1.8    Elect Director Erle Nye --- For
                 1.9    Elect Director James E.
                        Oesterreicher --- Withhold
                 1.10   Elect Director Cece Smith ---
                        Withhold
                 1.11   Elect Director Roger T. Staubach
                        --- For
                 2      Ratify Auditors                       For        Against
                          Percentage   of  total   fees   attributable   to
                          nonaudit work: 58.60 percent.
                        Shareholder Proposal
                 3      Report on the Impact of Genetically   Against    Against
                        Engineered Products


10/27/03 - A     Carpenter Technology Corp.        144285103                         08/29/03               790
                 *CRS*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/25/03 - A     CBRL Group, Inc. *CBRL*           12489V106                         09/26/03             1,800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director James D. Carreker
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Jimmie  D.
                          White,  Martha  M.  Mitchell  and  B.  F.  'Jack'
                          Lowery,  and  independent   outsiders  Robert  C.
                          Hilton,  Robert V. Dale,  and James D.  Carreker.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from   Jimmie  D.  White  for   standing   as  an
                          affiliated    outsider    on   the    Audit   and
                          Compensation  committees and for paying excessive
                          non-audit  fees,  Martha M. Mitchell for standing
                          as affiliated  outsider on the  Compensation  and
                          Nominating  committees,  and B. F. 'Jack'  Lowery
                          for  standing  as  affiliated   outsider  on  the
                          Nominating    Committee.    We   recommend   that
                          shareholders  WITHHOLD votes from Audit Committee
                          members  Jimmie  D.  White,   Robert  C.  Hilton,
                          Robert V. Dale,  and James D. Carreker for paying
                          excessive non-audit fees.
                 1.2    Elect Director Robert V. Dale ---
                        Withhold
                 1.3    Elect Director Dan W. Evins --- For
                 1.4    Elect Director Robert C. Hilton ---
                        Withhold
                 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        Against
                          Percentage   of  total   fees   attributable   to
                          nonaudit work: 57.27 percent.


10/29/03 - A     CheckFree Corp. *CKFR*            162813109                         09/08/03             2,890
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                        Shareholder Proposal
                 3      Make Effort to Locate Women and       Against    Abstain
                        Minorities for Board Nomination


11/05/03 - A     Coach, Inc. *COH*                 189754104                         09/17/03             3,300
                 1      Elect Directors                       For        For
                 1.1    Elect Director Joseph Ellis --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider Michael Murphy.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from   Michael   Murphy   for   standing   as  an
                          affiliated   outsider  on  the  Audit  and  Human
                          Resources & Governance committees.
                 1.2    Elect Director Lew Frankfort --- For
                 1.3    Elect Director Sally Frame Kasaks
                        --- For
                 1.4    Elect Director Gary Loveman --- For
                 1.5    Elect Director Irene Miller --- For
                 1.6    Elect Director Keith Monda --- For
                 1.7    Elect Director Michael Murphy ---
                        For


12/08/03 - A     Copart, Inc. *CPRT*               217204106                         10/13/03             3,300
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


11/20/03 - A     Corinthian Colleges, Inc.         218868107                         10/01/03             1,700
                 *COCO*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Paul R. St. Pierre
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of Paul R. St.  Pierre,  from  whom we
                          recommend   shareholders   WITHHOLD   votes   for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director Linda Arey Skladany,
                        Esq. --- For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Ratify Auditors                       For        For


10/28/03 - A     Cree, Inc. *CREE*                 225447101                         09/04/03             2,600
                 1      Elect Directors                       For        Split
                 1.1    Elect Director F. Neal Hunter ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsiders  Robert J.
                          Potter,  Ph.D.,  William  J.  O'Meara,  James  E.
                          Dykes,  and Dolph W. von Arx. We  recommend  that
                          shareholders  WITHHOLD votes from Audit Committee
                          members  Robert  J.  Potter,  Ph.D.,  William  J.
                          O'Meara,  James E.  Dykes,  and  Dolph W. von Arx
                          for paying excessive non-audit fees.
                 1.2    Elect Director Charles M. Swoboda
                        --- For
                 1.3    Elect Director John W. Palmour,
                        Ph.D. --- For
                 1.4    Elect Director Dolph W. von Arx ---
                        Withhold
                 1.5    Elect Director James E. Dykes ---
                        Withhold
                 1.6    Elect Director William J. O'Meara
                        --- Withhold
                 1.7    Elect Director Robert J. Potter,
                        Ph.D. --- Withhold


11/18/03 - A     Devry Inc. *DV*                   251893103                         09/19/03             2,490
                 1      Elect Directors                       For        For
                 2      Approve Stock Option Plan             For        For
                 3      Ratify Auditors                       For        For


11/21/03 - A     Donaldson Co., Inc. *DCI*         257651109                         09/26/03             1,590
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Increase Authorized Common Stock      For        For


11/28/03 - S     DST Systems, Inc. *DST*           233326107                         11/10/03             4,360
                 1      Approve Reorganization Plan           For        For


11/25/03 - A     Dycom Industries, Inc. *DY*       267475101                         10/03/03             1,800
                 1      Elect Directors                       For        For
                 1.1    Elect Director Steven E. Nielsen
                        --- For
                 1.2    Elect Director Stephen C. Coley ---
                        For
                 2      Approve Omnibus Stock Plan            For        For


11/20/03 - A     Education Management Corp.        28139T101                         09/23/03             1,300
                 *EDMC*
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Ratify Auditors                       For        For


10/24/03 - A     Harris Corp. *HRS*                413875105                         08/29/03             2,390
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/29/03 - A     Integrated Circuit Systems,       45811K208                         09/19/03             2,500
                 Inc. *ICST*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Hock E. Tan ---
                        Withhold
                          We recommend  that  shareholders  vote FOR Nam P.
                          Suh, Ph.D.,  but WITHHOLD votes from insider Hock
                          E. Tan for failure to  establish  an  independent
                          nominating committee.
                 1.2    Elect Director Nam P. Suh, Ph.D.
                        --- For


11/24/03 - A     International Rectifier Corp.     460254105                         09/26/03             2,400
                 *IRF*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Omnibus Stock Plan              For        Against
                 4      Ratify Auditors                       For        For


10/28/03 - A     Jack Henry & Associates, Inc.     426281101                         09/22/03             3,100
                 *JKHY*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director John W. Henry --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsiders  Joseph J.
                          Maliekel,  George R. Curry, Burton O. George, and
                          James J. Ellis.  We recommend  that  shareholders
                          WITHHOLD  votes  from  Audit  Committee   members
                          Joseph J.  Maliekel,  George R. Curry,  Burton O.
                          George,  and James J. Ellis for paying  excessive
                          non-audit fees.
                 1.2    Elect Director Jerry D. Hall --- For
                 1.3    Elect Director Michael E. Henry ---
                        For
                 1.4    Elect Director James J. Ellis ---
                        Withhold
                 1.5    Elect Director Burton O. George ---
                        Withhold
                 1.6    Elect Director George R. Curry ---
                        Withhold
                 1.7    Elect Director Joseph J. Maliekel
                        --- Withhold


10/28/03 - A     Kennametal, Inc. *KMT*            489170100                         09/09/03             1,260
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/06/03 - A     Lam Research Corp. *LRCX*         512807108                         09/12/03             4,600
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Approve Executive Incentive Bonus     For        For
                        Plan
                 4      Ratify Auditors                       For        For


11/17/03 - A     Lancaster Colony Corp. *LANC*     513847103                         09/19/03             1,330
                 1      Elect Directors                       For        For


10/20/03 - S     Legato Systems, Inc.              524651106                         09/05/03             4,140
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


12/10/03 - A     LTX Corporation *LTXX*            502392103                         10/31/03             1,900
                 1      Elect Directors                       For        For
                 2      Approve Employee Stock Purchase Plan  For        For


12/16/03 - A     Network Associates, Inc. *NET*    640938106                         11/13/03             6,080
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Amend Non-Employee Director Stock     For        Against
                        Option Plan
                 4      Amend Employee Stock Purchase Plan    For        For
                 5      Ratify Auditors                       For        For


10/31/03 - S     Neuberger Berman Inc.             641234109                         09/24/03             2,550
                 1      Approve Merger Agreement              For        For


10/29/03 - S     New York Community Bancorp,       649445103                         09/12/03             5,033
                 Inc. *NYB*
                 1      Approve Merger Agreement              For        For
                 2      Increase Authorized Common Stock      For        For


10/07/03 - S     Overture Services, Inc.           69039R100                         08/27/03             2,300
                 1      Approve Merger Agreement              For        For


10/28/03 - A     Perrigo Co. *PRGO*                714290103                         09/02/03             2,420
                 1      Elect Directors                       For        For
                 1.1    Elect Director Gary M. Cohen --- For
                 1.2    Elect Director David T. Gibbons ---
                        For
                 1.3    Elect Director Judith A. Hemberger
                        --- For
                 2      Approve Omnibus Stock Plan            For        For


10/29/03 - S     Roslyn Bancorp, Inc.              778162107                         09/12/03             2,800
                 1      Approve Merger Agreement              For        For


10/10/03 - A     RPM International Inc. *RPM*      749685103                         08/15/03             3,990
                 1      Elect Directors                       For        For
                 2      Approve Non-Employee Director         For        For
                        Restricted Stock Plan


10/07/03 - A     Ruby Tuesday, Inc. *RI*           781182100                         08/12/03             2,200
                 1      Elect Directors                       For        For
                 1.1    Elect Director Dr. Donald Ratajczak
                        --- For
                 1.2    Elect Director Samuel E. Beall, III
                        --- For
                 1.3    Elect Director Claire L. Arnold ---
                        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Impact of Genetically       Against    Against
                        Engineered Foods


11/13/03 - A     The Bisys Group, Inc. *BSG*       055472104                         09/19/03             4,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Lynn J. Mangum ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  Denis  A.  Bovin,   from  whom  we
                          recommend   shareholders   WITHHOLD   votes   for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 1.2    Elect Director Denis A. Bovin ---
                        Withhold
                 1.3    Elect Director Robert J. Casale ---
                        For
                 1.4    Elect Director Thomas A. Cooper ---
                        For
                 1.5    Elect Director Paula G. McInerney
                        --- For
                 1.6    Elect Director Thomas E. McInerney
                        --- For
                 1.7    Elect Director Joseph J. Melone ---
                        For
                 1.8    Elect Director Dennis R. Sheehan
                        --- For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Ratify Auditors                       For        For


11/21/03 - A     The Reader's Digest               755267101                         09/26/03             3,590
                 Association, Inc. *RDA*
                 1      Elect Directors                       For        For


10/22/03 - A     Unifi, Inc. *UFI*                 904677101                         09/12/03             1,880
                 1      Approve Decrease in Size of Board     For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director William J. Armfield,
                        IV --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of Kenneth G.  Langone.  We  recommend
                          that shareholders  WITHHOLD votes from Kenneth G.
                          Langone for  standing as an  affiliated  outsider
                          on the Compensation Committee.
                 2.2    Elect Director R. Wiley Bourne, Jr.
                        --- For
                 2.3    Elect Director Charles R. Carter
                        --- For
                 2.4    Elect Director Sue W. Cole --- For
                 2.5    Elect Director J.B. Davis --- For
                 2.6    Elect Director Kenneth G. Langone
                        --- Withhold
                 2.7    Elect Director Donald F. Orr --- For
                 2.8    Elect Director Brian R. Parke ---
                        For
                 2.9    Elect Director G. Alfred Webster
                        --- For


10/28/03 - A     Universal Corp. *UVV*             913456109                         09/08/03               940
                 1      Elect Directors                       For        For


12/19/03 - S     Wind River Systems, Inc. *WIND*   973149107                         11/21/03             3,200
                 1      Amend Omnibus Stock Plan              For        For





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT MID CAP INDEX FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/22/04 - A     AdvancePCS                        00790K109                         02/05/04             3,700
                 1      Approve Merger Agreement              For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director T. Danny Phillips
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  Jean-Pierre  Millon  and T. Danny
                          Phillips.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Jean-Pierre  Millon and T.
                          Danny   Phillips  for  failure  to  establish  an
                          independent nominating committee.
                 2.2    Elect Director Dr. George Poste ---
                        For
                 2.3    Elect Director Jean-Pierre Millon
                        --- Withhold
                 3      Approve Omnibus Stock Plan            For        For
                 4      Amend Articles                        For        For
                 5      Ratify Auditors                       For        For
                 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.


03/31/04 - A     Albemarle Corp. *ALB*             012653101                         02/13/04               506
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


01/27/04 - A     Apogent Technologies Inc. *AOT*   03760A101                         12/01/03             3,590
                 1      Elect Directors                       For        For


03/11/04 - A     Cabot Corp. *CBT*                 127055101                         01/12/04             2,470
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Kennett F. Burnes
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of  affiliated  outsider  Roderick C.G.
                          MacLeod. We recommend that shareholders  WITHHOLD
                          votes from Roderick C.G.  MacLeod for standing as
                          an affiliated outsider on the Audit Committee.
                 1.2    Elect Director John S. Clarkeson
                        --- For
                 1.3    Elect Director Roderick C.G.
                        MacLeod --- Withhold
                 1.4    Elect Director Ronaldo H. Schmitz
                        --- For


01/29/04 - A     D.R. Horton, Inc. *DHI*           23331A109                         12/04/03             6,150
                 1      Elect Directors                       For        For
                 2      Amend Executive Incentive Bonus Plan  For        For
                 3      Other Business                        For        Against


01/26/04 - A     Energizer Holdings, Inc. *ENR*    29266R108                         11/21/03             3,150
                 1      Elect Directors                       For        For


02/02/04 - A     Fair Isaac Inc. *FIC*             303250104                         12/05/03             1,900
                 1      Elect Directors                       For        Split
                 1.1    Elect Director A. George Battle ---
                        For
                          A  substantial  majority of the board members are
                          independent  outsiders,  and key board committees
                          have no insiders or affiliated  outsiders.  While
                          we  commend  the board for  majority  independent
                          and key board  committees,  we are taking  action
                          on  the  employment   inducement  award  plan  as
                          described   below.        Employment   Inducement
                          Award        In   November   2003,   Fair   Isaac
                          announced   that  its  board  of  directors   has
                          approved  the 2003  Employment  Inducement  Award
                          Plan.  The plan  reserves 1.5 million  shares for
                          granting   inducement  stock  options  and  other
                          awards  that  meet  the  "employment   inducement
                          award"  provisions of the NYSE's recently revised
                          listing     standards.        The      employment
                          inducement  awards  will be  administered  by the
                          independent  compensation  committee members. The
                          1.5  million  employment  inducement  shares that
                          have been reserved  represent  3.2% of the common
                          shares  outstanding  as of  record  date.  At the
                          time  of  the  press  release,  the  company  had
                          granted   169,500   stock   options   to  53  new
                          employees in connection  with its  acquisition of
                          the assets of Seurat  Company and its  affiliated
                          companies.        We  support  the  NYSE  listing
                          reforms and  applauds  its efforts to improve the
                          corporate  governance  system.  While we  support
                          the  proposed  set of rules on the whole,  one of
                          our  concerns  is the  exemption  for  inducement
                          grants.  Companies may abuse the inducement grant
                          provision  and also  use it to avoid  shareholder
                          approval.  We believe that companies should grant
                          employment  inducement  awards  sparingly and use
                          it for few specific  identified  individuals.  In
                          this case,  Fair Isaac has  allocated  the number
                          of   employment   inducement   grants   prior  to
                          identifying  the specific  recipients.  Moreover,
                          shareholders    have   not   been   allowed   the
                          opportunity  to weigh in on the  approval  of the
                          plan to reserve these 1.5 million  shares,  which
                          represents a significant  number of the company's
                          common  shares  outstanding  as of  record  date.
                                  Therefore,   we   recommend   withholding
                          votes  from the  compensation  committee  members
                          (Alex W. Hart,  Philip G. Heasley and Margaret L.
                          Taylor)  who  administer  the  company's   equity
                          plans.        We   recommend   a  vote   FOR  all
                          directors except Alex W. Hart,  Philip G. Heasley
                          and Margaret L. Taylor.
                 1.2    Elect Director Tony J. Christianson
                        --- For
                 1.3    Elect Director Thomas G. Grudnowski
                        --- For
                 1.4    Elect Director Alex W. Hart ---
                        Withhold
                 1.5    Elect Director Philip G. Heasley
                        --- Withhold
                 1.6    Elect Director Guy R. Henshaw ---
                        For
                 1.7    Elect Director David S.P. Hopkins
                        --- For
                 1.8    Elect Director Margaret L. Taylor
                        --- Withhold
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


03/03/04 - A     Helmerich & Payne, Inc. *HP*      423452101                         01/09/04               100
                 1      Elect Directors                       For        For


02/12/04 - A     Hillenbrand Industries, Inc.      431573104                         12/17/03             2,430
                 *HB*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Ray J. Hillenbrand
                        as Class II Director --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception   of   affiliated   outsider   Ray   J.
                          Hillenbrand.   We  recommend  that   shareholders
                          WITHHOLD  votes  from  Ray  J.   Hillenbrand  for
                          standing as an  affiliated  outsider on the Audit
                          and Nominating committees.
                 1.2    Elect Director Anne Griswold Peirce
                        as Class II Director --- For
                 1.3    Elect Director Peter H. Soderberg
                        as Class II Director --- For
                 2      Elect Director Joanne C. Smith as     For        For
                        Class III Director
                 3      Ratify Auditors                       For        For


01/27/04 - A     Hormel Foods Corp. *HRL*          440452100                         12/01/03             5,400
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/05/04 - A     Hovnanian Enterprises, Inc.       442487203                         01/16/04             1,200
                 *HOV*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director K. Hovnanian ---
                        Withhold
                 1.2    Elect Director A. Hovnanian ---
                        Withhold
                 1.3    Elect Director G. Decesaris, Jr.
                        --- Withhold
                 1.4    Elect Director A. Greenbaum ---
                        Withhold
                 1.5    Elect Director D. Mcdonald --- For
                 1.6    Elect Director J. Robbins --- For
                 1.7    Elect Director J. Sorsby ---
                        Withhold
                 1.8    Elect Director S. Weinroth --- For
                 1.9    Elect Director E. Kangas --- For
                 2      Ratify Auditors                       For        For
                 3      Increase Authorized Common Stock      For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan
                 5      Amend Omnibus Stock Plan              For        Against


01/26/04 - S     International Rectifier Corp.     460254105                         12/19/03             2,500
                 *IRF*
                 1      Increase Authorized Common Stock      For        For


02/10/04 - A     Jacobs Engineering Group Inc.     469814107                         01/05/04             2,240
                 *JEC*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/30/04 - A     Lennar Corp. *LEN*                526057104                         02/05/04             6,200
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Irving Bolotin ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception   of  Irving   Bolotin   from  whom  we
                          recommend  that  shareholders  WITHHOLD votes for
                          standing as an affiliated  outsider on the Audit,
                          Compensation, and Nominating committees.
                 1.2    Elect Director R. Kirk Landon ---
                        For
                 1.3    Elect Director Donna E. Shalala ---
                        For
                 2      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


03/02/04 - A     Longview Fibre Co. *LFB*          543213102                         01/07/04               100
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Robert E. Wertheimer
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Robert  E.
                          Wertheimer.   We  recommend   that   shareholders
                          WITHHOLD  votes  from  Robert E.  Wertheimer  for
                          failure  to  establish  a  majority   independent
                          board.
                 1.2    Elect Director John R. Kretchmer
                        --- For
                 1.3    Elect Director Robert A. Kirchner
                        --- For
                 2      Proposal to Split the Company into    Against    Against
                        3 Separate Entities
                          The operation of the company's  business segments
                          on a  stand-alone  basis is an  alternative  that
                          the board periodically  explores. We believe that
                          the  decision  to  implement   such   alternative
                          business  plan is  best  left  to the  board  and
                          management.  As such, we do not believe this item
                          warrants shareholder support.


02/19/04 - A     National Fuel Gas Co. *NFG*       636180101                         12/22/03             3,160
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Philip C. Ackerman
                        --- For
                 1.2    Elect Director Bernard S. Lee ---
                        Withhold
                 2      Ratify Auditors                       For        Against
                        Shareholder Proposal
                 3      Limit Awards to Executives            Against    Against


03/11/04 - A     Nordson Corp. *NDSN*              655663102                         01/14/04             1,480
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William D. Ginn ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsider  Stephen R.
                          Hardis and affiliated  outsider  William D. Ginn.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from  Stephen R.  Hardis for sitting on more than
                          six  boards.   We  recommend  that   shareholders
                          WITHHOLD  votes from William D. Ginn for standing
                          as  an  affiliated  outsider  on  the  Audit  and
                          Compensation committees.
                 1.2    Elect Director Stephen R. Hardis
                        --- Withhold
                 1.3    Elect Director William L. Robinson
                        --- For
                 1.4    Elect Director Benedict P. Rosen
                        --- For
                 2      Approve Omnibus Stock Plan            For        Against
                          The total  cost of the  company's  plans of 34.70
                          percent  is  above  the  allowable  cap for  this
                          company of 12.03 percent.
                 3      Approve Executive Incentive Bonus     For        For
                        Plan


02/11/04 - A     Plexus Corp. *PLXS*               729132100                         12/12/03             1,700
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


02/12/04 - A     Raymond James Financial, Inc.     754730109                         12/15/03             1,800
                 *RJF*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Angela M. Biever ---
                        For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Jonathan A. Bulkley
                        --- For
                 1.3    Elect Director Francis S. Godbold
                        --- For
                 1.4    Elect Director H. William
                        Habermeyer, Jr. --- For
                 1.5    Elect Director Chet Helck --- For
                 1.6    Elect Director Harvard H. Hill,
                        Jr., CFP --- For
                 1.7    Elect Director Thomas A. James ---
                        For
                 1.8    Elect Director Dr. Paul W. Marshall
                        --- For
                 1.9    Elect Director Kenneth A. Shields
                        --- For
                 1.10   Elect Director Hardwick Simmons ---
                        For
                 2      Approve Incentive Compensation        For        For
                        Criteria for Certain Executive
                        Officers
                          Because  qualification  of  the  above  incentive
                          compensation  criteria  under 162(m) will provide
                          the company with tax deductibility,  we recommend
                          a vote FOR this proposal.
                 3      Ratify Auditors                       For        For


01/16/04 - S     Sicor, Inc.                       825846108                         12/09/03             4,700
                 1      Approve Merger Agreement              For        For


03/24/04 - S     The Dial Corporation              25247D101                         02/17/04             3,800
                 1      Approve Merger Agreement              For        For
                 2      Other Business                        For        Against


01/16/04 - A     The Neiman Marcus Group, Inc.     640204202                         11/18/03             1,810
                 *NMG.A*
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For
                        Shareholder Proposal
                 4      Provide for Cumulative Voting         Against    Against


01/29/04 - A     The Scotts Co. *SMG*              810186106                         12/05/03             1,000
                 1      Elect Directors                       For        For


03/16/04 - S     The Titan Corp. *TTN*             888266103                         02/09/04               599
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


02/06/04 - A     Tyson Foods, Inc. *TSN*           902494103                         12/23/03            13,422
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Don Tyson ---
                        Withhold
                          We  recommend  a vote FOR  Lloyd V.  Hackley.  We
                          recommend that  shareholders  WITHHOLD votes from
                          Audit  Committee  members Jo Ann R. Smith,  David
                          A.  Jones,  and Jim  Kever for  paying  excessive
                          non-audit  fees,  and  Don  Tyson,   John  Tyson,
                          Barbara A.  Tyson,  Richard L. Bond and Leland E.
                          Tollett   for   failure   to   have  a   majority
                          independent board.
                 1.2    Elect Director John Tyson ---
                        Withhold
                 1.3    Elect Director Leland E. Tollett
                        --- Withhold
                 1.4    Elect Director Barbara A. Tyson ---
                        Withhold
                 1.5    Elect Director Lloyd V. Hackley ---
                        For
                 1.6    Elect Director Jim Kever --- For
                 1.7    Elect Director David A. Jones ---
                        For
                 1.8    Elect Director Richard L. Bond ---
                        Withhold
                 1.9    Elect Director Jo Ann R. Smith ---
                        For
                 2      Amend Omnibus Stock Plan              For        For
                          The  total  cost of the  company's  plans of 6.91
                          percent  is  within  the  allowable  cap for this
                          company of 7.56 percent.
                 3      Approve Employee Stock Purchase Plan  For        Against
                          Despite  the fact  that the  plan  complies  with
                          Section  423 of the  Internal  Revenue  Code  and
                          that the number of shares  that would be reserved
                          is  reasonable,   we  do  not  support  the  plan
                          because  the plan does not  specify  an  offering
                          period.
                 4      Ratify Auditors                       For        For
                        Shareholder Proposals
                 5      Remove Supervoting Rights for Class   Against    For
                        B Common Stock
                          We support the elimination of dual-class  capital
                          structures with unequal voting rights,  which can
                          create   impediments  to  a  takeover  and  cause
                          shareholders'     voting     rights     to     be
                          disproportionate  to their economic investment in
                          a company.  Therefore,  we believe this amendment
                          warrants shareholder support.
                 6      Separate Chairman and CEO Positions   Against    Against


02/04/04 - A     Varian Inc *VARI*                 922206107                         12/12/03             1,400
                 1      Elect Directors                       For        For
                 1.1    Elect Director John G. McDonald ---
                        For
                 1.2    Elect Director Wayne R. Moon --- For
                 2      Approve/Amend Executive Incentive     For        For
                        Bonus 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.


02/19/04 - A     Varian Medical Systems Inc        92220P105                         12/22/03             2,700
                 *VAR*
                 1      Elect Directors                       For        For
                 1.1    Elect Director John Seely Brown ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of Terry R.  Lautenbach.  We recommend
                          that  shareholders   WITHHOLD  votes  from  Audit
                          Committee  member Terry R.  Lautenbach for paying
                          excessive non-audit fees.
                 1.2    Elect Director Samuel Hellman ---
                        For
                 1.3    Elect Director Terry R. Lautenbach
                        --- 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.


01/21/04 - A     Washington Federal, Inc. *WFSL*   938824109                         11/28/03             2,700
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Thomas F. Kenney ---
                        For
                 1.2    Elect Director Derek L. Chinn ---
                        Withhold
                          WITHHOLD  votes from Derek L. Chinn for  standing
                          as an affiliated  outsider on the Audit Committee
                          and  W.   Alden   Harris  for   standing   as  an
                          affiliated    outsider   on   the    Compensation
                          Committee.
                 1.3    Elect Director W. Alden Harris ---
                        Withhold
                 1.4    Elect Director Guy C. Pinkerton ---
                        For
                 2      Ratify Auditors                       For        For


03/02/04 - A     WGL Holdings, Inc. *WGL*          92924F106                         01/12/04             1,990
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Provide for Cumulative Voting         Against    Against





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT MID CAP INDEX FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

06/24/04 - A     A.G. Edwards, Inc. *AGE*         281760108                          05/03/04             3,460
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Abercrombie & Fitch Co. *ANF*    002896207                          03/26/04             3,970
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John A. Golden ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  insider  Seth  R.   Johnson.   We
                          recommend that shareholders  WITHHOLD votes from
                          Seth R.  Johnson  for  failure  to  establish  a
                          majority independent board.
                 1.2   Elect Director Seth R. Johnson ---
                       Withhold
                 1.3   Elect Director Edward F. Limato ---
                       For


04/15/04 - A     ADTRAN, Inc. *ADTN*              00738A106                          03/01/04             3,260
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Advanced Fibre Communications,   00754A105                          03/23/04             3,600
                 Inc. *AFCI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Advent Software, Inc. *ADVS*     007974108                          03/17/04             1,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        Against                Mgmt
                       Omnibus Stock Plan
                          The total cost of the  company's  plans of 24.50
                          percent  is  above  the  allowable  cap for this
                          company of 19.88 percent.
                 3     Amend Stock Option Plan               For        Against                Mgmt
                          The total cost of the  company's  plans of 23.63
                          percent  is  above  the  allowable  cap for this
                          company  of  19.88  percent.  Additionally,  the
                          plan  allows   repricing  of  underwater   stock
                          options without shareholder  approval,  which we
                          believe  reduces  the  incentive  value  of  the
                          plan.  Equity grants including stock options and
                          restricted stock to top five named
                 4     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     AGCO Corp. *AG*                  001084102                          03/12/04             3,110
                 1     Elect Directors                       For        For                    Mgmt
                 2     Prepare Sustainability Report         Against    For                    ShrHoldr
                          While  AGCO  does  have a code  of  conduct  for
                          employees  available  on  the  company  website,
                          discussion  on issues of community  involvement,
                          diversity,  workplace  health  and  safety,  and
                          sustainable   growth   could  be  improved   and
                          included  as  part  of a  comprehensive  report.
                          Moreover,  some industry  peers and  competitors
                          have    implemented     substantial    reporting
                          initiatives   on  these  topics.   Additionally,
                          while the GRI may not  focus on issues  specific
                          to AGCO's  industry,  we do not believe that the
                          incremental  approach advocated by the GRI would
                          be  overly   burdensome   for  the   company  to
                          implement.  Therefore,  considering  the lack of
                          disclosure  relative to other  companies  in the
                          industry and the  potential  benefits that could
                          be  derived   from   increased   reporting,   we
                          recommend a vote for this proposal.


04/28/04 - A     AGL Resources Inc. *ATG*         001204106                          02/20/04             2,460
                 1     Elect Directors                       For        For                    Mgmt


05/18/04 - PC    Alaska Air Group, Inc. *ALK*     011659109                          03/19/04             1,060
                       MANAGEMENT PROXY (WHITE)
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director William S. Ayer ---
                       Withhold
                          We recommend  shareholders  vote FOR Mr.  Madsen
                          and WITHHOLD votes from Mr. Ayer,  Mr.  Langland
                          and Mr.  Rindlaub for failure to  implement  the
                          shareholder     poison    pill    proposal    on
                          management's  proxy.  We recommend  shareholders
                          DO NOT VOTE the dissidents' proxy.
                 1.2   Elect Director Dennis F. Madsen ---
                       For
                 1.3   Elect Director R. Marc Langland ---
                       Withhold
                 1.4   Elect Director John V. Rindlaub ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Adopt Simple Majority Vote            Against    For                    ShrHoldr
                       Requirement
                          We  support  shareholder  proposals  seeking  to
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders'   best   interest.   Although   we
                          commend  the  company  for its efforts to reduce
                          its   supermajority    vote   requirement,    we
                          encourage  the  company  to take  all  necessary
                          steps  to  obtain  shareholder  approval,  or at
                          least seriously  investigate  viable methods for
                          obtaining an 80-percent vote.
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because the company  does not have a policy that
                          puts any future pill to a  shareholder  vote, we
                          recommend   that   shareholders   support   this
                          proposal.
                 5     Amend By Laws to Adopt Policy for     Against    Against                ShrHoldr
                       Shareholder Proposals or Director
                       Elections
                          Because the proposal's  wording is unclear as to
                          the specific  request  being made,  we recommend
                          that shareholders vote against this proposal.
                 6     Amend By Laws to Adopt Policy on      Against    For                    ShrHoldr
                       Lead Independent Director
                          Because the shareholder  proposal  comports with
                          our guidelines on effective lead  directorships,
                          we  recommend  that  shareholders  support  this
                          proposal.
                 7     Amend By Laws to Adopt Policy on      Against    For                    ShrHoldr
                       Independent Chairman of the Board
                          Because   the   company   does   not   have  the
                          countervailing  structure  that  we  require  to
                          approve  of  a  single   chairman  and  CEO,  we
                          recommend   that   shareholders   support   this
                          proposal.
                 8     Provide for Confidential Voting       Against    For                    ShrHoldr
                          This clause for contested  elections strikes the
                          right  balance,  as the company will be bound by
                          confidential  voting only when a dissident group
                          must also adhere to the policy.
                 9     Adopt Report on Employee Stock        Against    Against                ShrHoldr
                       Ownership
                          Based on the  confidentiality  restrictions that
                          the company is subject to and the undue  expense
                          of updating the requested  report on a quarterly
                          basis,  we recommend  that  shareholders  oppose
                          this request.
                 10    Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                       DISSIDENT PROXY
                 1     Elect Directors (Opposition Slate)    For        DoNotVote              Mgmt
                 2     Approve Omnibus Stock Plan            Against    DoNotVote              Mgmt
                 3     Adopt Simple Majority Vote            For        DoNotVote              ShrHoldr
                       Requirement
                 4     Submit Shareholder Rights Plan        For        DoNotVote              ShrHoldr
                       (Poison Pill) to Shareholder Vote
                 5     Amend By Laws to Adopt Policy for     For        DoNotVote              ShrHoldr
                       Shareholder Proposals or Director
                       Elections
                 6     Amend Bylaws to Adopt Policy on       For        DoNotVote              ShrHoldr
                       Lead Independent Director
                 7     Amend Bylaws to Adopt Policy on       For        DoNotVote              ShrHoldr
                       Independent Chairman of the Board
                 8     Provide for Confidential Voting       For        DoNotVote              ShrHoldr
                 9     Adopt Report on Employee Stock        For        DoNotVote              ShrHoldr
                       Ownership
                 10    Provide for Cumulative Voting         For        DoNotVote              ShrHoldr
                 11    Amend Bylaws to Establish New         For        DoNotVote              ShrHoldr
                       Election Standards
                 12    Amend Bylaws Regarding Majority       For        DoNotVote              ShrHoldr
                       Votes


04/22/04 - A     Alexander & Baldwin, Inc.        014482103                          02/19/04             1,850
                 *ALEX*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael J. Chun ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Walter A. Dods,  Jr.. We recommend
                          that shareholders  WITHHOLD votes from Walter A.
                          Dods,   Jr.  for   standing  as  an   affiliated
                          outsider  on the Audit  Committee  and Walter A.
                          Dods,   Jr.  for   standing  as  an   affiliated
                          outsider on the Nominating Committee.
                 1.2   Elect Director Allen Doane --- For
                 1.3   Elect Director Walter A. Dods, Jr.
                       --- Withhold
                 1.4   Elect Director Charles G. King ---
                       For
                 1.5   Elect Director Constance H. Lau ---
                       For
                 1.6   Elect Director Carson R. McKissick
                       --- For
                 1.7   Elect Director Maryanna G. Shaw ---
                       For
                 1.8   Elect Director Charles M. Stockholm
                       --- For
                 1.9   Elect Director Jeffrey N. Watanabe
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


05/11/04 - A     Allete Inc. *ALE*                018522102                          03/12/04             3,630
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     Alliant Energy Corp. *LNT*       018802108                          04/01/04             4,670
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt


05/04/04 - A     Allmerica Financial Corp.        019754100                          03/22/04             2,160
                 *AFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/20/04 - A     AMB Property Corp. *AMB*         00163T109                          03/05/04             3,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/22/04 - A     American Eagle Outfitters,       02553E106                          04/30/04             2,778
                 Inc. *AEOS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Jon P. Diamond ---
                       Withhold
                          We recommend that  shareholders  vote FOR Janice
                          E. Page but  WITHHOLD  votes  from all the other
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from insider James V.  O'Donnell
                          and  affiliated  outsider  Jon  P.  Diamond  for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director James V. O'Donnell
                       --- Withhold
                 1.3   Elect Director Janice E. Page ---
                       For
                 2     Expense Stock Options                 Against    For                    ShrHoldr
                          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.
                 3     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr


05/25/04 - A     American Financial Group, Inc.   025932104                          03/31/04             2,999
                 *AFG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          We  support  the  general  principle  motivating
                          this  non-binding   proposal.  In  the  wake  of
                          financial   reporting   problems  and  excessive
                          executive  compensation  at companies like Enron
                          Corp.,  Worldcom  Inc.,  and Tyco  International
                          Ltd.,   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  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.


05/13/04 - A     AmerUs Group Co. *AMH*           03072M108                          03/08/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles                        For        For                    Mgmt
                 3     Approve Deferred Compensation Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     AMETEK, Inc. *AME*               031100100                          03/26/04             2,740
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     AnnTaylor Stores Corp. *ANN*     036115103                          03/08/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


06/28/04 - S     Apogent Technologies Inc.        03760A101                          05/14/04             3,890
                 *AOT*
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Adjourn Meeting                       For        Against                Mgmt


05/13/04 - A     Applebee's International, Inc.   037899101                          03/15/04             2,300
                 *APPB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms


04/21/04 - A     Apria Healthcare Group, Inc.     037933108                          03/17/04             2,040
                 *AHG*
                 1     Elect Directors                       For        For                    Mgmt


05/20/04 - A     Aqua America, Inc. *WTR*         03836W103                          03/29/04             3,616
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of 200,000,000 shares is
                          above the  allowable  threshold  of  160,000,000
                          shares.
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/05/04 - A     Aquila Inc. *ILA*                03840P102                          03/08/04             8,090
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John R. Baker ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider John R. Baker.
                          We recommend  that  shareholders  WITHHOLD votes
                          from   John  R.   Baker  for   standing   as  an
                          affiliated  outsider on the Audit and Nominating
                          committees.
                 1.2   Elect Director Irvine O. Hockaday,
                       Jr. --- For
                 1.3   Elect Director Heidi E. Hutter ---
                       For
                 1.4   Elect Director Dr. Stanley O.
                       Ikenberry --- For


04/22/04 - A     Arch Coal, Inc. *ACI*            039380100                          03/01/04             2,100
                 1     Elect Directors                       For        For                    Mgmt


05/27/04 - A     Arrow Electronics, Inc. *ARW*    042735100                          03/29/04             4,620
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     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     Arthur J. Gallagher & Co.        363576109                          03/22/04             3,700
                 *AJG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/18/04 - A     Ascential Software Corp.         04362P207                          04/26/04             2,595
                 *ASCL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Reduce Authorized Common Stock        For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Associated Banc-Corp. *ASBC*     045487105                          02/20/04             1,315
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Astoria Financial Corp. *AF*     046265104                          03/26/04             3,280
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Atmel Corp. *ATML*               049513104                          03/16/04            19,560
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director George Perlegos ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of insiders  George  Perlegos,  Gust
                          Perlegos,   Tsung-Ching   Wu,   and   affiliated
                          outsider   Norm   Hall.   We   recommend    that
                          shareholders    WITHHOLD   votes   from   George
                          Perlegos,  Gust Perlegos and  Tsung-Ching Wu for
                          failure  to  establish  a  majority  independent
                          board.  We  also  recommend  that   shareholders
                          WITHHOLD  votes from Norm Hall for  standing  as
                          an  affiliated   outsider  on  the  Compensation
                          Committee   and  for  failure  to   establish  a
                          majority independent board.
                 1.2   Elect Director Gust Perlegos ---
                       Withhold
                 1.3   Elect Director Tsung-Ching Wu ---
                       Withhold
                 1.4   Elect Director T. Peter Thomas ---
                       For
                 1.5   Elect Director Norm Hall ---
                       Withhold
                 1.6   Elect Director Pierre Fougere ---
                       For
                 1.7   Elect Director Dr. Chaiho Kim ---
                       For
                 1.8   Elect Director David Sugishita ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Avocent Corporation *AVCT*       053893103                          04/30/04             2,160
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Bandag Inc. *BDG*                059815100                          03/05/04               880
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          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 19.91  percent is above the allowable cap for
                          this company of 10.13 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Banknorth Group, Inc. *BNK*      06646R107                          03/08/04             6,650
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Banta Corp. *BN*                 066821109                          03/05/04             1,110
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     Barnes & Noble, Inc. *BKS*       067774109                          04/12/04             2,960
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Increase in Size of Board     For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


04/01/04 - A     Beckman Coulter, Inc. *BEC*      075811109                          02/02/04             2,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Ronald W. Dollens
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Ronald  W.
                          Dollens.    We   recommend   that   shareholders
                          WITHHOLD  votes from Ronald W.  Dollens for poor
                          attendance.
                 1.2   Elect Director Charles A. Haggerty
                       --- For
                 1.3   Elect Director William N. Kelley,
                       M.D. --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/11/04 - A     Belo Corp. *BLC*                 080555105                          03/19/04             4,710
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Louis E. Caldera ---
                       For
                 1.2   Elect Director J. L. Craven, M.D.,
                       Mph --- For
                 1.3   Elect Director Stephen Hamblett ---
                       For
                 1.4   Elect Director Dealey D. Herndon
                       --- For
                 1.5   Elect Director Wayne R. Sanders ---
                       For
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          The total cost of the  company's  plans of 12.31
                          percent  is  above  the  allowable  cap for this
                          company of 8.08 percent.


05/20/04 - A     BJ *BJ*                          05548J106                          04/05/04             2,820
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Black Hills Corp. *BKH*          092113109                          04/07/04             1,480
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/24/04 - A     Blyth Inc. *BTH*                 09643P108                          05/13/04             4,020
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert B. Goergen
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Howard  E.
                          Rose. We recommend  that  shareholders  WITHHOLD
                          votes  from  Howard E. Rose for  standing  as an
                          affiliated outsider on the Audit Committee.
                 1.2   Elect Director Neal I. Goldman ---
                       For
                 1.3   Elect Director Howard E. Rose ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/20/04 - A     Borders Group, Inc. *BGP*        099709107                          03/23/04             3,160
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Borg-Warner, Inc. *BWA*          099724106                          03/05/04             1,120
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        Against                Mgmt
                          Considering  the  company's  recent  stock price
                          information,   the  split   appears   to  be  in
                          shareholders'  best  interests.   However,   the
                          requested  increase in  authorized  common stock
                          is excessive.
                 4     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Bowater Inc. *BOW*               102183100                          03/15/04             2,240
                 1     Elect Directors                       For        For                    Mgmt


04/30/04 - A     Boyd Gaming Corp. *BYD*          103304101                          03/31/04             2,800
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director William S. Boyd ---
                       Withhold
                          We  recommend  a vote FOR  Peter M.  Thomas  and
                          Frederick  J. Schwab and a WITHHOLD  for William
                          S.  Boyd  for   standing  as  an  insider  on  a
                          non-majority independent board.
                 2.2   Elect Director Frederick J. Schwab
                       --- For
                 2.3   Elect Director Peter M. Thomas ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt


04/22/04 - A     Brown & Brown, Inc. *BRO*        115236101                          03/01/04             2,800
                 1     Elect Directors                       For        For                    Mgmt


05/20/04 - A     C.H. Robinson Worldwide, Inc.    12541W100                          03/22/04             3,420
                 *CHRW*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/15/04 - A     Cadence Design Systems, Inc.     127387108                          04/23/04            10,880
                 *CDN*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director H. Raymond Bingham
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of   independent   outsider  Sean  M.
                          Maloney.    We   recommend   that   shareholders
                          WITHHOLD  votes  from Sean M.  Maloney  for poor
                          attendance.
                 1.2   Elect Director Susan L. Bostrom ---
                       For
                 1.3   Elect Director Donald L. Lucas ---
                       For
                 1.4   Elect Director Sean M. Maloney ---
                       Withhold
                 1.5   Elect Director Alberto
                       Sangiovanni-Vincentelli --- For
                 1.6   Elect Director George M. Scalise
                       --- For
                 1.7   Elect Director John B. Shoven ---
                       For
                 1.8   Elect Director Roger S. Siboni ---
                       For
                 1.9   Elect Director Lip-Bu Tan --- For
                 2     Amend Stock Option Plan               For        Against                Mgmt
                          The total cost of the  company's  plans of 15.42
                          percent  is  above  the  allowable  cap for this
                          company  of 12.56  percent.  Additionally,  this
                          company  has  repriced  stock  options   without
                          shareholder approval in the past.
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Caesar's Entertainment *CZR*     127687101                          04/06/04            12,480
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/25/04 - A     Callaway Golf Co. *ELY*          131193104                          03/26/04             3,250
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Ronald A. Drapeau
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception   of   independent   outsider   Yotaro
                          Kobayashi.   We  recommend   that   shareholders
                          WITHHOLD  votes from Yotaro  Kobayashi  for poor
                          attendance.
                 1.2   Elect Director Samuel H. Armacost
                       --- For
                 1.3   Elect Director William C. Baker ---
                       For
                 1.4   Elect Director Ronald S. Beard ---
                       For
                 1.5   Elect Director John C. Cushman, III
                       --- For
                 1.6   Elect Director Yotaro Kobayashi ---
                       Withhold
                 1.7   Elect Director Richard L.
                       Rosenfield --- For
                 1.8   Elect Director Anthony S. Thornley
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/21/04 - A     Career Education Corp. *CECO*    141665109                          03/23/04             4,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     CDW Corp. *CDWC*                 12512N105                          04/01/04             3,640
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michelle L. Collins
                       --- For
                 1.2   Elect Director Casey G. Cowell ---
                       For
                 1.3   Elect Director John A. Edwardson
                       --- For
                 1.4   Elect Director Daniel S. Goldin ---
                       For
                 1.5   Elect Director Donald P. Jacobs ---
                       For
                 1.6   Elect Director Michael P. Krasny
                       --- For
                 1.7   Elect Director Terry L. Lengfelder
                       --- For
                 1.8   Elect Director Susan D. Wellington
                       --- For
                 1.9   Elect Director Brian E. Williams
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director         For        Against                Mgmt
                       Omnibus Stock Plan
                          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 11.53  percent is above the allowable cap for
                          this company of 10.16 percent.


05/12/04 - A     Ceridian Corporation *CEN*       156779100                          03/16/04             6,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/13/04 - A     CERTEGY INC *CEY*                156880106                          03/15/04             2,600
                 1     Elect Directors                       For        For                    Mgmt


05/12/04 - A     Charles River Laboratories       159864107                          03/15/04             1,800
                 International, Inc. *CRL*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James C. Foster ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  George  M.
                          Milne. We recommend that  shareholders  WITHHOLD
                          votes from  George M. Milne for  standing  as an
                          affiliated    outsider   on   the   Compensation
                          Committee.
                 1.2   Elect Director Robert Cawthorn ---
                       For
                 1.3   Elect Director Stephen D. Chubb ---
                       For
                 1.4   Elect Director George E. Massaro
                       --- For
                 1.5   Elect Director George M. Milne ---
                       Withhold
                 1.6   Elect Director Douglas E. Rogers
                       --- For
                 1.7   Elect Director Samuel O. Thier ---
                       For
                 1.8   Elect Director William H. Waltrip
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


06/22/04 - A     Chico's FAS, Inc. *CHS*          168615102                          04/26/04             3,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Helene B. Gralnick
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  Scott A.  Edmonds  and
                          Helene   B.   Granick.    We   recommend    that
                          shareholders   WITHHOLD   votes  from  Scott  A.
                          Edmonds  and Helene B.  Granick  for  failure to
                          establish a majority independent board.
                 1.2   Elect Director Verna K. Gibson ---
                       For
                 1.3   Elect Director Betsy S. Atkins ---
                       For
                 1.4   Elect Director Scott A. Edmonds ---
                       Withhold
                 2     Change Range for Size of the Board    For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     ChoicePoint Inc. *CPS*           170388102                          03/10/04             3,533
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Deferred Compensation Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Church & Dwight Co., Inc.        171340102                          03/12/04             1,820
                 *CHD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Cincinnati Bell Inc. *CBB*       171871106                          02/25/04            10,010
                 1     Elect Directors                       For        For                    Mgmt


04/28/04 - A     City National Corp. *CYN*        178566105                          03/01/04             2,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Russell Goldsmith
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Ronald  L.
                          Olson. We recommend that  shareholders  WITHHOLD
                          votes from Ronald L. Olson for poor attendance.
                 1.2   Elect Director Michael L. Meyer ---
                       For
                 1.3   Elect Director Ronald L. Olson ---
                       Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt


06/23/04 - A     Claire *CLE*                     179584107                          04/30/04             4,160
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Marla L. Schaefer
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of insiders  Ira D. Kaplan,  E. Bonnie
                          Schaefer,  and Marla L.  Schaefer.  We recommend
                          that  shareholders  WITHHOLD  votes  from Ira D.
                          Kaplan,   E.  Bonnie  Schaefer,   and  Marla  L.
                          Schaefer  for  failure to  establish  a majority
                          independent board.
                 1.2   Elect Director E. Bonnie Schaefer
                       --- Withhold
                 1.3   Elect Director Ira D. Kaplan ---
                       Withhold
                 1.4   Elect Director Bruce G. Miller ---
                       For
                 1.5   Elect Director Steven H. Tishman
                       --- For
                 1.6   Elect Director Todd D. Jick --- For
                 1.7   Elect Director Ann Spector Leiff
                       --- For
                 2     Adopt MacBride Principles             Against    Against                ShrHoldr
                          Based on the fact  that the  existing  reporting
                          requirements  are  substantially  similar to the
                          MacBride Principles,  the potential difficulties
                          associated  with  full   implementation  of  the
                          Principles,   and  the  lack  of  any   specific
                          controversies     regarding     the    company's
                          operations  in  Northern  Ireland,   we  do  not
                          believe   that  the  adoption  of  the  MacBride
                          Principles is necessary at this time.


04/20/04 - A     CNF Inc. *CNF*                   12612W104                          03/01/04             2,110
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Cognizant Technology Solutions   192446102                          04/13/04             2,800
                 Corp. *CTSH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                       and Eliminate Class of Common Stock
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 15.89  percent is above the allowable cap for
                          this company of 12.74 percent.
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


06/11/04 - A     Commerce Bancorp, Inc. *CBH*     200519106                          04/23/04             3,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Stock Option Plan             For        Against                Mgmt
                          The total cost of the  company's  plans of 13.98
                          percent  is  above  the  allowable  cap for this
                          company of 10.27 percent.
                 3     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of 350,000,000 shares is
                          above the  allowable  threshold  of  240,000,000
                          shares.
                 4     Ratify Auditors                       For        For                    Mgmt


05/07/04 - A     CommScope, Inc. *CTV*            203372107                          03/11/04             2,530
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Community Health Systems, Inc.   203668108                          03/31/04             4,000
                 *CYH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/19/04 - A     Compass Bancshares, Inc.         20449H109                          03/05/04             5,020
                 *CBSS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Adopt Dividend Reinvestment Plan      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Cooper Cameron Corp. *CAM*       216640102                          03/15/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Prepare Sustainability Report         Against    Against                ShrHoldr


04/29/04 - A     Covance Inc. *CVD*               222816100                          03/10/04             2,490
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Robert M. Baylis ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from independent  outsiders Irwin
                          Lerner  and  Robert M.  Baylis  for  failure  to
                          implement the board declassification proposal.
                 1.2   Elect Director Irwin Lerner ---
                       Withhold
                 2     Declassify the Board of Directors     Against    Against                ShrHoldr
                 3     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


06/03/04 - A     Coventry Health Care Inc.        222862104                          04/05/04             3,700
                 *CVH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Crompton Corporation *CK*        227116100                          02/27/04             4,569
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/28/04 - A     CSG Systems International,       126349109                          03/30/04             2,140
                 Inc. *CSGS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/19/04 - A     Cullen/Frost Bankers, Inc.       229899109                          04/02/04             2,200
                 *CFR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/19/04 - A     Cypress Semiconductor Corp.      232806109                          03/01/04               100
                 *CY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total  cost of the plan of 29.96  percent is
                          above  the  allowable  cap for this  company  of
                          12.74 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Cytec Industries Inc. *CYT*      232820100                          02/23/04             1,750
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Cytyc Corporation *CYTC*         232946103                          04/05/04             4,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Dean Foods Company *DF*          242370104                          03/26/04             6,413
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Alan J. Bernon ---
                       For
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from Ronald Kirk for standing as
                          an   affiliated   outsider  on  the   Nominating
                          Committee   and  for   failing   to   remove   a
                          dead-hand,  slow-hand, or similar feature in the
                          company's  poison pill. We also  recommend  that
                          shareholders  WITHHOLD votes from insiders Gregg
                          L. Engles and Alan J.  Bernon,  and  independent
                          outsiders  Joseph  S.  Hardin,  Jr.  and John S.
                          Llewellyn,   Jr.   for   failing   to  remove  a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill.
                 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


05/10/04 - A     Dentsply International, Inc.     249030107                          03/25/04             3,260
                 *XRAY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Diebold, Inc. *DBD*              253651103                          02/27/04             2,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/17/04 - A     Dollar Tree Stores, Inc.         256747106                          04/23/04             4,970
                 *DLTR*
                 1     Change Range for Size of the Board    For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/11/04 - A     DST Systems, Inc. *DST*          233326107                          03/12/04             3,460
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director A. Edward Allinson
                       --- Withhold
                          We  recommend  a vote FOR  Michael  G. Fitt with
                          the exception of  affiliated  outsider A. Edward
                          Allinson.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  A.  Edward  Allinson  for
                          standing as an affiliated  outsider on the Audit
                          and Nominating committees.
                 1.2   Elect Director Michael G. Fitt ---
                       For
                 2     Increase Authorized Common Stock      For        For                    Mgmt


05/27/04 - A     Duquesne Light Holdings Inc      266233105                          03/10/04               100
                 *DQE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Doreen E. Boyce ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Charles  C.
                          Cohen. We recommend that  shareholders  WITHHOLD
                          votes from  Charles C. Cohen for  standing as an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Charles C. Cohen ---
                       Withhold
                 1.3   Elect Director Morgan K. O'Brien
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Edwards Lifesciences             28176E108                          03/19/04             2,390
                 Corporation *EW*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert A. Ingram ---
                       Withhold
                          We  recommend a vote FOR Vernon R.  Loucks,  Jr.
                          but  WITHHOLD  votes from  independent  outsider
                          Robert   A.   Ingram.    We    recommend    that
                          shareholders   WITHHOLD  votes  from  Robert  A.
                          Ingram for sitting on more than six boards.
                 1.2   Elect Director Vernon R. Loucks Jr.
                       --- For
                 2     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 3     Ratify Auditors                       For        For                    Mgmt


06/30/04 - A     Emmis Communications Corp.       291525103                          04/23/04               226
                 *EMMS*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Jeffrey H. Smulyan
                       --- Withhold
                          We recommend  shareholders  WITHHOLD  votes from
                          all of the nominees.  We recommend  shareholders
                          withhold votes from insiders  Jeffrey H. Smulyan
                          and  Walter  Z.   Berger  and  from   affiliated
                          outsider  Greg  A.   Nathanson  for  failure  to
                          establish  a  majority   independent   board  of
                          directors.
                 1.2   Elect Director Walter Z. Berger ---
                       Withhold
                 1.3   Elect Director Greg A. Nathanson
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


06/18/04 - A     Energy East Corporation *EAS*    29266M109                          04/22/04             6,050
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Eliminate Cumulative Voting           For        For                    Mgmt
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Ensco International, Inc.        26874Q100                          03/15/04             6,170
                 *ESV*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- Withhold
                          We recommend that  shareholders vote FOR Rita M.
                          Rodriguez but WITHHOLD  votes from all the other
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from   Compensation   Committee
                          members David M.  Carmichael and Thomas L. Kelly
                          II for  not  aligning  CEO's  compensation  with
                          shareholders interests.
                 1.2   Elect Director Thomas L. Kelly II
                       --- Withhold
                 1.3   Elect Director Rita M. Rodriguez
                       --- For


05/13/04 - A     Entercom Communications Corp.    293639100                          03/19/04             2,100
                 *ETM*
                 1     Elect Directors                       For        For                    Mgmt


04/14/04 - A     Equitable Resources, Inc.        294549100                          02/17/04             2,600
                 *EQT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Expeditors International Of      302130109                          03/10/04             4,300
                 Washington, Inc. *EXPD*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Peter J. Rose ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of insiders R. Jordan  Gates,  James
                          L.K. Wang and Peter J. Rose.  We recommend  that
                          shareholders   WITHHOLD  votes  from  R.  Jordan
                          Gates,  James  L.K.  Wang and  Peter J. Rose for
                          poor   disclosure   of   the   members   of  the
                          nominating committee.
                 1.2   Elect Director James L.K. Wang ---
                       Withhold
                 1.3   Elect Director R. Jordan Gates ---
                       Withhold
                 1.4   Elect Director James J. Casey ---
                       For
                 1.5   Elect Director Dan P. Kourkoumelis
                       --- For
                 1.6   Elect Director Michael J. Malone
                       --- For
                 1.7   Elect Director John W. Meisenbach
                       --- For


05/07/04 - S     Extended Stay America, Inc.      30224P101                          04/08/04             4,100
                 1     Approve Merger Agreement              For        For                    Mgmt


05/04/04 - A     Fairchild Semiconductor          303726103                          03/10/04             4,800
                 International, Inc. *FCS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     Federal Signal Corp. *FSS*       313855108                          03/02/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     Ferro Corp. *FOE*                315405100                          03/05/04               200
                 1     Elect Directors                       For        For                    Mgmt


05/13/04 - A     First American Corp. *FAF*       318522307                          03/24/04             3,200
                 1     Elect Directors                       For        For                    Mgmt


05/13/04 - A     First Health Group Corp.         320960107                          03/26/04             3,820
                 *FHCC*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael J. Boskin,
                       Phd --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Ronald  H.
                          Galowich.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Ronald  H.  Galowich  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation and Nominating committees.
                 1.2   Elect Director Daniel S. Brunner
                       --- For
                 1.3   Elect Director Raul Cesan --- For
                 1.4   Elect Director Ronald H. Galowich
                       --- Withhold
                 1.5   Elect Director Harold S. Handelsman
                       --- For
                 1.6   Elect Director Don Logan --- For
                 1.7   Elect Director William Mayer --- For
                 1.8   Elect Director David E. Simon ---
                       For
                 1.9   Elect Director James C. Smith ---
                       For
                 1.10  Elect Director Edward L. Wristen
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     FirstMerit Corp. *FMER*          337915102                          02/23/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


06/22/04 - A     Flowserve Corp. *FLS*            34354P105                          04/29/04             2,420
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/27/04 - A     FMC Corp. *FMC*                  302491303                          03/01/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     FMC Technologies, Inc. *FTI*     30249U101                          02/27/04             2,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Asbjorn Larsen ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   James  R.
                          Thompson.   We   recommend   that   shareholders
                          WITHHOLD   votes  from  James  R.  Thompson  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation   and   Nominating   &   Governance
                          committees.
                 1.2   Elect Director Joseph H. Netherland
                       --- For
                 1.3   Elect Director James R. Thompson
                       --- For


05/13/04 - A     Forest Oil Corp. *FST*           346091705                          03/15/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/30/04 - A     Gartner , Inc. *IT*              366651107                          05/03/04             2,701
                 1     Elect Directors                       For        For                    Mgmt


04/23/04 - A     GATX Corp. *GMT*                 361448103                          03/05/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/13/04 - A     Gentex Corp. *GNTX*              371901109                          03/19/04             3,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Gilead Sciences, Inc. *GILD*     375558103                          04/05/04             8,320
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Increase Authorized Common Stock      For        For                    Mgmt


04/28/04 - A     GLATFELTER *GLT*                 377316104                          03/03/04             1,860
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Kathleen A. Dahlberg
                       --- For
                 1.2   Elect Director Richard C. III ---
                       For
                 1.3   Elect Director Lee C. Stewart ---
                       For
                 2     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Although the company  currently  does not have a
                          poison   pill,   we  believe   that  any  future
                          adoption  of a pill  should  be  submitted  to a
                          shareholder vote.


04/23/04 - A     Graco Inc. *GGG*                 384109104                          02/23/04             2,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/24/04 - A     Granite Construction Inc.        387328107                          03/26/04             1,845
                 *GVA*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Rebecca A. McDonald
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  George  B.
                          Searle. We recommend that shareholders  WITHHOLD
                          votes from George B.  Searle for  standing as an
                          affiliated outsider on the  Audit/Compliance and
                          Compensation committees.
                 1.2   Elect Director George B. Searle ---
                       Withhold
                 1.3   Elect Director William G. Dorey ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 4     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Grant Prideco Inc *GRP*          38821G101                          03/22/04             5,120
                 1     Elect Directors                       For        For                    Mgmt


05/25/04 - A     Greater Bay Bancorp *GBBK*       391648102                          03/31/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                Mgmt
                 6     Declassify the Board of Directors     Against    Against                ShrHoldr


04/30/04 - A     GreenPoint Financial Corp.       395384100                          03/19/04             5,455
                 *GPT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Hanover Compressor Co. *HC*      410768105                          03/31/04             3,090
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Harsco Corp. *HSC*               415864107                          03/04/04             1,740
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Harte-Hanks, Inc. *HHS*          416196103                          03/31/04             3,620
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/20/04 - A     Hawaiian Electric Industries,    419870100                          02/11/04               100
                 Inc. *HE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Victor Hao Li,
                       S.J.D. --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Jeffrey  N.
                          Watanabe.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Jeffrey N.  Watanabe  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director T. Michael May ---
                       For
                 1.3   Elect Director Diane J. Plotts ---
                       For
                 1.4   Elect Director Kelvin H. Taketa ---
                       For
                 1.5   Elect Director Jeffrey N. Watanabe
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     HCC Insurance Holdings, Inc.     404132102                          04/05/04               200
                 *HCC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/13/04 - A     Health Net, Inc. *HNT*           42222G108                          03/19/04             4,640
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J. Thomas Bouchard
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of Roger  F.  Greaves.  We  recommend
                          that  shareholders  WITHHOLD votes from Roger F.
                          Greaves for standing as an  affiliated  outsider
                          on the Nominating Committee.
                 1.2   Elect Director Theodore F. Craver,
                       Jr. --- For
                 1.3   Elect Director Thomas T. Farley ---
                       For
                 1.4   Elect Director Gale S. Fitzgerald
                       --- For
                 1.5   Elect Director Patrick Foley --- For
                 1.6   Elect Director Jay M. Gellert ---
                       For
                 1.7   Elect Director Roger F. Greaves ---
                       Withhold
                 1.8   Elect Director Richard W. Hanselman
                       --- For
                 1.9   Elect Director Richard J.
                       Stegemeier --- For
                 1.10  Elect Director Bruce G. Willison
                       --- For
                 1.11  Elect Director Frederick C. Yeager
                       --- For
                 2     Eliminate Class of Common Stock       For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Henry Schein, Inc. *HSIC*        806407102                          04/15/04             1,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Stanley M. Bergman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception of Pamela  Joseph.  We recommend  that
                          shareholders  WITHHOLD  votes from Pamela Joseph
                          for poor attendance.
                 1.2   Elect Director Gerald A. Benjamin
                       --- For
                 1.3   Elect Director James P. Breslawski
                       --- For
                 1.4   Elect Director Mark E. Mlotek ---
                       For
                 1.5   Elect Director Steven Paladino ---
                       For
                 1.6   Elect Director Barry J. Alperin ---
                       For
                 1.7   Elect Director Pamela Joseph ---
                       Withhold
                 1.8   Elect Director Donald J. Kabat ---
                       For
                 1.9   Elect Director Marvin H. Schein ---
                       For
                 1.10  Elect Director Irving Shafran ---
                       For
                 1.11  Elect Director Philip A. Laskawy
                       --- For
                 1.12  Elect Director Norman S. Matthews
                       --- For
                 1.13  Elect Director Louis W. Sullivan
                       --- For
                 1.14  Elect Director Margaret A. Hamburg
                       --- For
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Hibernia Corp. *HIB*             428656102                          02/25/04             6,160
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Highwoods Properties, Inc.       431284108                          03/15/04             2,300
                 *HIW*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward J. Fritsch
                       --- For
                 1.2   Elect Director Lawrence S. Kaplan
                       --- For
                 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     HNI CORP *HNI*                   438092108                          03/05/04             2,510
                 1     Elect Directors                       For        For                    Mgmt
                 2     Change Company Name                   For        For                    Mgmt
                 3     Amend Articles to Remove              For        For                    Mgmt
                       Antitakeover Provisions


05/25/04 - A     Horace Mann Educators Corp.      440327104                          03/26/04               100
                 *HMN*
                 1     Elect Directors                       For        For                    Mgmt


05/11/04 - A     Hospitality Properties Trust     44106M102                          03/16/04             2,800
                 *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.


05/03/04 - A     Hubbell Incorporated *HUB.B*     443510201                          03/05/04             2,430
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     IDACORP, Inc. *IDA*              451107106                          04/01/04             1,719
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Charitable Contributions    Against    Against                ShrHoldr


05/05/04 - A     Imation Corp. *IMN*              45245A107                          03/12/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/14/04 - A     IMC Global Inc. *IGL*            449669100                          03/31/04             4,402
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/24/04 - A     Independence Community Bank      453414104                          05/11/04             3,500
                 Corp. *ICBC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     IndyMac Bancorp, Inc. *NDE*      456607100                          03/01/04               100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael W. Perry ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Patrick  C.  Haden.  We  recommend
                          that  shareholders  WITHHOLD  votes from Patrick
                          C. Haden for standing as an affiliated  outsider
                          on the Nominating Committee.
                 1.2   Elect Director Louis E. Caldera ---
                       For
                 1.3   Elect Director Lyle E. Gramley ---
                       For
                 1.4   Elect Director Hugh M. Grant --- For
                 1.5   Elect Director Patrick C. Haden ---
                       Withhold
                 1.6   Elect Director Terrance G. Hodel
                       --- For
                 1.7   Elect Director Robert L. Hunt II
                       --- For
                 1.8   Elect Director James R. Ukropina
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/24/04 - A     Internet Security Systems,       46060X107                          04/02/04             2,100
                 Inc. *ISSX*
                 1     Elect Directors                       For        For                    Mgmt


05/12/04 - A     Intersil Corporation *ISIL*      46069S109                          03/17/04             5,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/04/04 - A     ITT Educational Services, Inc.   45068B109                          03/05/04             1,800
                 *ESI*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Rene R. Champagne
                       --- For
                 1.2   Elect Director John F. Cozzi --- For
                 1.3   Elect Director James D. Fowler, Jr.
                       --- For
                 1.4   Elect Director Harris N. Miller ---
                       For
                 2     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of  200,000,000  shares,
                          is above the allowable  threshold of 187,500,000
                          shares.


04/22/04 - A     J. B. Hunt Transport Services,   445658107                          02/27/04             3,200
                 Inc. *JBHT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/24/04 - A     Jefferies Group, Inc *JEF*       472319102                          03/26/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director W. Patrick Campbell
                       --- For
                 1.2   Elect Director Richard G. Dooley
                       --- For
                 1.3   Elect Director Richard B. Handler
                       --- For
                 1.4   Elect Director Frank J. Macchiarola
                       --- For
                 1.5   Elect Director John C. Shaw, Jr.
                       --- For
                 2     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of 400,000,000 shares is
                          above the  allowable  threshold  of  170,000,000
                          shares.


05/27/04 - A     Keane, Inc. *KEA*                486665102                          03/29/04             2,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     L-3 Communications Holdings,     502424104                          03/19/04             3,960
                 Inc. *LLL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt


05/11/04 - A     Lattice Semiconductor Corp.      518415104                          03/18/04             4,700
                 *LSCC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/25/04 - A     Laureate Education Inc.          871399101                          04/16/04             1,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Lear Corporation *LEA*           521865105                          03/19/04             2,760
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Larry W. McCurdy ---
                       For
                 1.2   Elect Director Roy E. Parrott ---
                       For
                 1.3   Elect Director Richard F. Wallman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          We note  that the board  emphasizes  in the 2004
                          proxy   statement   that   this   proposal,   if
                          supported  by a majority  of votes  cast,  would
                          not be binding on the board and therefore  would
                          not  necessarily  effectuate  any changes to the
                          poison   pill.   Our   opinion   is  that  where
                          shareholders   express   their   views   clearly
                          through  voting  for a  proposal,  that  opinion
                          should be  listened  to by the  company's  board
                          directors.  Further,  where a board consistently
                          ignores  or  fails  to   implement   a  proposal
                          approved  by a  majority  of  shareholder  votes
                          cast, we believe that this may provide  adequate
                          reason for  recommending  withholding  votes for
                          future   director   elections.        While   we
                          welcome the  company's  introduction  of a board
                          committee  review  process for the poison  pill,
                          poison pills  greatly alter the balance of power
                          between   shareholders   and   management,   and
                          shareholders  should be  allowed  to make  their
                          own  evaluation  of  such  plans.  We  therefore
                          agree  with the  proponent  that  the  adoption,
                          maintenance  or  extension  of any  poison  pill
                          should be put to a shareholder vote.


05/11/04 - A     Leucadia National Corp. *LUK*    527288104                          04/08/04             2,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles to Extend Provisions   For        For                    Mgmt
                       that Restrict Accumulation of 5%
                       Common Stock
                 3     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Liberty Property Trust *LRY*     531172104                          03/07/04             3,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Ownership Limitations     For        For                    Mgmt
                 3     Amend Articles                        For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt


06/15/04 - A     LifePoint Hospitals, Inc.        53219L109                          04/16/04               200
                 *LPNT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 5     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Lincare Holdings, Inc. *LNCR*    532791100                          03/31/04             4,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/25/04 - A     Longs Drug Stores Corp. *LDG*    543162101                          04/01/04             1,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 3     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Lyondell Chemical Co. *LYO*      552078107                          03/10/04               300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     M & T Bank Corp. *MTB*           55261F104                          02/27/04             4,800
                 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
                 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


05/20/04 - A     Mack-Cali Realty Corp. *CLI*     554489104                          04/06/04             2,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Alan S. Bernikow ---
                       For
                 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
                 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 our director  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.


05/25/04 - A     Macrovision Corp. *MVSN*         555904101                          03/31/04             2,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John O. Ryan ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  insiders  William A.  Krepick and
                          John O.  Ryan,  and  affiliated  outsiders  Matt
                          Christiano  and  Donna S.  Birks.  We  recommend
                          that  shareholders  WITHHOLD  votes from William
                          A.  Krepick,  John O.  Ryan and Matt  Christiano
                          for failure to establish a majority  independent
                          board.  We  also  recommend  that   shareholders
                          WITHHOLD  votes from Donna S. Birks for standing
                          as  an   affiliated   outsider   on  the  Audit,
                          Compensation  and Nominating  committees and for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director William A. Krepick
                       --- Withhold
                 1.3   Elect Director Matt Christiano ---
                       Withhold
                 1.4   Elect Director Donna S. Birks ---
                       Withhold
                 1.5   Elect Director William N. Stirlen
                       --- For
                 1.6   Elect Director Thomas Wertheimer
                       --- For
                 1.7   Elect Director Steven G. Blank ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Manpower Inc. *MAN*              56418H100                          02/17/04             3,440
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Martin Marietta Materials,       573284106                          03/19/04             2,000
                 Inc. *MLM*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Marcus C. Bennett
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of Marcus C.  Bennett.  We  recommend
                          that shareholders  WITHHOLD votes from Marcus C.
                          Bennett for standing as an  affiliated  outsider
                          on the Audit Committee.
                 1.2   Elect Director Dennis L. Rediker
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     MCAFEE INC. *MFE*                640938106                          04/01/04             6,679
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     MDU Resources Group, Inc.        552690109                          02/27/04             4,650
                 *MDU*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Dennis W. Johnson
                       --- For
                 1.2   Elect Director John L. Olson --- For
                 1.3   Elect Director Martin A. White ---
                       For
                 1.4   Elect Director John K. Wilson ---
                       For
                 2     Amend Non-Employee Director Omnibus   For        Against                Mgmt
                       Stock Plan
                          The total  cost of the  company's  plans of 6.85
                          percent  is  above  the  allowable  cap for this
                          company   of  5.26   percent.   Note   the  high
                          concentration  ratio  of 35.1  percent  of total
                          grants to top five executive officers.


04/29/04 - A     Media General, Inc. *MEG*        584404107                          03/05/04             1,010
                 1     Elect Directors                       For        For                    Mgmt


05/28/04 - S     Media General, Inc. *MEG*        584404107                          04/29/04             1,110
                 1     Amend Director & Officer              For        For                    Mgmt
                       Indemnification/Liability Provisions
                          We  believe   that,   in  the  long  run,   this
                          flexibility is in shareholders' best interests.
                 2     Amend Bylaws Eliminating Personal     For        For                    Mgmt
                       Liability of Officers and Directors
                          We  believe   that,   in  the  long  run,   this
                          flexibility is in shareholders' best interests.
                 3     Adopt Amended and Restated            For        Against                Mgmt
                       Supplemental 401(k) Plan
                          Since we  cannot  determine  the  total  cost of
                          this plan based on the company's  contributions,
                          we  recommend  that  shareholders  vote  AGAINST
                          this item.


05/19/04 - A     Mentor Graphics Corp. *MENT*     587200106                          03/16/04             2,740
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Amend Stock Option Plan               For        Against                Mgmt
                          The total cost of the  company's  plans of 18.03
                          percent  is  above  the  allowable  cap for this
                          company of 15.22 percent.
                 5     Increase Authorized Common Stock      For        For                    Mgmt


05/11/04 - A     Mercantile Bankshares Corp.      587405101                          04/02/04             3,280
                 *MRBK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Deferred Compensation Plan      For        For                    Mgmt


06/17/04 - A     Michaels Stores, Inc. *MIK*      594087108                          04/26/04             3,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


05/27/04 - A     Micrel, Inc. *MCRL*              594793101                          04/01/04             3,710
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/07/04 - A     Millennium Pharmaceuticals,      599902103                          03/10/04            12,438
                 Inc. *MLNM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Minerals Technologies, Inc.      603158106                          03/29/04               970
                 *MTX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Mohawk Industries, Inc. *MHK*    608190104                          03/22/04             2,660
                 1     Elect Directors                       For        For                    Mgmt


05/26/04 - A     MPS GROUP INC *MPS*              553409103                          04/08/04             4,220
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/12/04 - A     Murphy Oil Corp. *MUR*           626717102                          03/15/04             3,760
                 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


04/28/04 - A     National Commerce Financial      63545P104                          03/01/04             8,420
                 Corporation *NCF*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     National Instruments Corp.       636518102                          03/15/04             1,050
                 *NATI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt


05/19/04 - A     National-Oilwell, Inc. *NOI*     637071101                          03/22/04             3,700
                 1     Elect Directors                       For        For                    Mgmt


05/12/04 - A     New Plan Excel Realty Trust,     648053106                          03/01/04               200
                 Inc. *NXL*
                 1     Elect Directors                       For        For                    Mgmt


05/19/04 - A     New York Community Bancorp,      649445103                          03/29/04            11,045
                 Inc. *NYB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Newport Corp. *NEWP*             651824104                          04/01/04             1,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director R. Jack Aplin --- For
                          We  recommend  a vote  FOR  R.  Jack  Aplin  but
                          WITHHOLD votes from affiliated  outsider Richard
                          E.  Schmidt.   We  recommend  that  shareholders
                          WITHHOLD  votes  from  Richard  E.  Schmidt  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation and Nominating committees.
                 1.2   Elect Director Richard E. Schmidt
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Noble Energy, Inc. *NBL*         655044105                          03/15/04             2,270
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/11/04 - A     Northeast Utilities *NU*         664397106                          03/12/04             5,460
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     NSTAR *NST*                      67019E107                          03/08/04             2,370
                 1     Elect Directors                       For        For                    Mgmt
                 2     Report on Charitable Contributions    Against    Against                ShrHoldr


05/04/04 - A     O'Reilly Automotive, Inc.        686091109                          02/27/04             1,600
                 *ORLY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Elect Director John Murphy            For        For                    Mgmt
                 4     Elect Director Ronald Rashkow         For        For                    Mgmt


05/20/04 - A     OGE Energy Corp. *OGE*           670837103                          03/22/04             3,760
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Luke R. Corbett ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of J.D.  Williams.  We recommend  that
                          shareholders  WITHHOLD votes from J.D.  Williams
                          for  standing as an  affiliated  outsider on the
                          Audit and Nominating committees.
                 1.2   Elect Director Robert Kelley --- For
                 1.3   Elect Director J.D. Williams ---
                       Withhold


04/21/04 - A     Ohio Casualty Corp. *OCAS*       677240103                          03/01/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Limit Executive Compensation          Against    Against                ShrHoldr


05/28/04 - A     Old Republic International       680223104                          03/22/04             7,465
                 Corp. *ORI*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Jimmy A. Dew ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from  independent  outsiders John
                          M.  Dixon,  Wilbur  S.  Legg,  John W.  Popp and
                          insider  Jimmy A. Dew for  failing  to  remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill.
                 1.2   Elect Director John M. Dixon ---
                       Withhold
                 1.3   Elect Director Wilbur S. Legg ---
                       Withhold
                 1.4   Elect Director John W. Popp ---
                       Withhold


04/29/04 - A     Olin Corp. *OLN*                 680665205                          03/04/04             2,980
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Omnicare, Inc. *OCR*             681904108                          03/31/04               300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/01/04 - A     Overseas Shipholding Group,      690368105                          04/09/04             1,590
                 Inc. *OSG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Morten Arntzen ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Oudi  Recanati.  We recommend  that
                          shareholders  WITHHOLD  votes from Oudi Recanati
                          for  standing as an  affiliated  outsider on the
                          Compensation  Committee  and Oudi  Recanati  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director Oudi Recanati ---
                       Withhold
                 1.3   Elect Director Robert N. Cowen ---
                       For
                 1.4   Elect Director G. Allen Andreas III
                       --- For
                 1.5   Elect Director Alan R. Batkin ---
                       For
                 1.6   Elect Director Thomas B. Coleman
                       --- For
                 1.7   Elect Director Charles A. Fribourg
                       --- For
                 1.8   Elect Director Stanley Komaroff ---
                       For
                 1.9   Elect Director Solomon N. Merkin
                       --- For
                 1.10  Elect Director Joel I. Picket ---
                       For
                 1.11  Elect Director Ariel Recanati ---
                       For
                 1.12  Elect Director Michael J. Zimmerman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


06/02/04 - A     Oxford Health Plans, Inc.        691471106                          04/15/04             3,600
                 *OHP*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Kent J. Thirty ---
                       For
                          We  recommend  a vote  FOR  Kent J.  Thiry,  but
                          WITHHOLD   votes   from   affiliated    outsider
                          Benjamin H.  Safirstein,  M.D. We recommend that
                          shareholders  WITHHOLD  votes from  Benjamin  H.
                          Safirstein,  M.D.  for poor  attendance  and for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director B.H. Safirstein,
                       M.D. --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Divest from Tobacco Equities          Against    Against                ShrHoldr
                          Because  of the lack of company  investments  in
                          tobacco  equities,   restrictive   format,   and
                          potential financial impact of this proposal,  we
                          do not  recommend  shareholder  support for this
                          resolution.


05/20/04 - A     PacifiCare Health Systems,       695112102                          03/31/04             2,697
                 Inc. *PHS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Aida Alvarez --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of Terry O.  Hartshorn.  We recommend
                          that  shareholders  WITHHOLD votes from Terry O.
                          Hartshorn   for   standing   as  an   affiliated
                          outsider  on  the  Compensation  and  Nominating
                          Committee.
                 1.2   Elect Director Bradley C. Call ---
                       For
                 1.3   Elect Director Terry O. Hartshorn
                       --- Withhold
                 1.4   Elect Director Dominic Ng --- For
                 1.5   Elect Director Howard G. Phanstiel
                       --- For
                 1.6   Elect Director Warren E. Pinckert
                       Ii --- For
                 1.7   Elect Director David A. Reed --- For
                 1.8   Elect Director Charles R. Rinehart
                       --- For
                 1.9   Elect Director Linda Rosenstock ---
                       For
                 1.10  Elect Director Lloyd E. Ross --- For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Packaging Corporation of         695156109                          03/15/04             4,500
                 America *PKG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Henry F. Frigon ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Thomas S.
                          Souleles  and Samuel M.  Mencoff.  We  recommend
                          that shareholders  WITHHOLD votes from Thomas S.
                          Souleles for standing as an affiliated  outsider
                          on the Compensation  and Nominating  committees,
                          and from Samuel M.  Mencoff  for  standing as an
                          affiliated    outsider   on   the   Compensation
                          Committee.
                 1.2   Elect Director Louis S. Holland ---
                       For
                 1.3   Elect Director Justin S. Huscher
                       --- For
                 1.4   Elect Director Samuel M. Mencoff
                       --- Withhold
                 1.5   Elect Director Thomas S. Souleles
                       --- Withhold
                 1.6   Elect Director Paul T. Stecko ---
                       For
                 1.7   Elect Director Rayford K.
                       Williamson --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     PAR PHARMACEUTICAL COS INC       717125108                          04/08/04             1,400
                 *PRX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Change Company Name                   For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


06/29/04 - A     PATTERSON-UTI ENERGY INC.        703481101                          05/28/04             3,600
                 *PTEN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/27/04 - PC    Payless Shoesource, Inc. *PSS*   704379106                          04/01/04             2,770
                       MANAGEMENT PROXY (White Card)
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Daniel Boggan Jr.
                       --- Withhold
                          We  recommend  a vote FOR  Michael E. Murphy and
                          Robert   C.   Wheeler.    We   recommend    that
                          shareholders  WITHHOLD  votes  from  independent
                          outsider  and   Compensation   Committee  member
                          Daniel   Boggan  Jr.  for  not  aligning   CEO's
                          compensation with the interests of shareholders.
                 1.2   Elect Director Michael E. Murphy
                       --- For
                 1.3   Elect Director Robert C. Wheeler
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                       DISSIDENT PROXY (Green Card)
                 1     Elect Directors (Opposition Slate)    Against    None                   Mgmt
                 2     Ratify Auditors                       For        None                   Mgmt


05/06/04 - A     Peabody Energy Corp. *BTU*       704549104                          03/15/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William A. Coley ---
                       For
                 1.2   Elect Director Irl F. Engelhardt
                       --- For
                 1.3   Elect Director William C. Rusnack
                       --- For
                 1.4   Elect Director Alan H. Washkowitz
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Since  approval  of this  proposal  will  ensure
                          continued   independence   on  the   board,   we
                          recommend a vote for this proposal.


04/30/04 - A     Pentair, Inc. *PNR*              709631105                          03/01/04             2,210
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Outside Director Stock        For        For                    Mgmt
                       Options in Lieu of Cash
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 6     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     Pepco Holdings, Inc. *POM*       713291102                          03/22/04             5,144
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     Against    Against                ShrHoldr


04/22/04 - A     PepsiAmericas, Inc. *PAS*        71343P200                          03/04/04             5,960
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Awards to Executives            Against    For                    ShrHoldr
                          We   support    the   general    principal    of
                          performance-based   compensation,   and  believe
                          that there  should be strong  linkage  between a
                          company's  performance  and  compensation at the
                          senior  executive  level.  We also favor the use
                          of  equity  grants  whose  grant or  vesting  is
                          directly  tied to the  attainment  of  disclosed
                          performance   criteria  and  associated   hurdle
                          rates.   Currently,   the  company  uses  mainly
                          options  and  restricted  shares  as part of its
                          long-term  incentive  program,  and the majority
                          of  these   grants   are   time-based   and  not
                          performance-based.  The  company  also  does not
                          have   rigorous    executive   stock   ownership
                          guidelines.  No share retention  policy has been
                          disclosed  and we assume that the  company  does
                          not have one in  place.  Despite  the fact  that
                          the full tenure  share  retention  provision  of
                          the   proposal  is  somewhat   restrictive,   we
                          support  the   underlying   principal   of  this
                          proposal.
                 5     Report on Recycling Policy            Against    Against                ShrHoldr


06/10/04 - A     PETsMART *PETM*                  716768106                          04/12/04             6,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/25/04 - A     Pier 1 Imports, Inc *PIR*        720279108                          05/05/04             3,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/13/04 - A     Pioneer Natural Resources Co.    723787107                          03/17/04             4,850
                 *PXD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     PNM Resources Inc *PNM*          69349H107                          03/30/04             1,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Pogo Producing Co. *PPP*         730448107                          03/12/04             2,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     Polycom, Inc. *PLCM*             73172K104                          04/09/04             3,506
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Betsy S. Atkins ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of William  A.  Owens.  We  recommend
                          that  shareholders  WITHHOLD  votes from William
                          A. Owens for  sitting on more than six boards at
                          the time of our analysis.
                 1.2   Elect Director John Seely Brown ---
                       For
                 1.3   Elect Director Robert C. Hagerty
                       --- For
                 1.4   Elect Director John A. Kelley, Jr.
                       --- For
                 1.5   Elect Director Michael R. Kourey
                       --- For
                 1.6   Elect Director Stanley J. Meresman
                       --- For
                 1.7   Elect Director William A. Owens ---
                       Withhold
                 1.8   Elect Director Durk I. Jager --- For
                 1.9   Elect Director Thomas G. Stemberg
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     Potlatch Corp. *PCH*             737628107                          03/19/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Gregory L. Quesnel
                       --- For
                 1.2   Elect Director Michael T. Riordan
                       --- For
                 1.3   Elect Director L. Pendleton Siegel
                       --- For
                 2     Report on Dividend Policy             Against    Against                ShrHoldr
                          Given that the company  currently  discloses  in
                          its annual report the factors  considered in the
                          determination  of whether to pay a dividend  and
                          the  dividend  rate,  we  do  not  believe  that
                          approval    of   this   item    would    provide
                          shareholders     with    additional     relevant
                          information.
                 3     Eliminate Time-Phased Voting          Against    For                    ShrHoldr
                          We advocate a  one-share,  one-vote  policy.  We
                          therefore   frown   on   companies   that   have
                          different   classes   of   common   stock   with
                          disparate  voting  rights.  Although the company
                          does not  maintain a dual class  structure,  the
                          effects  of  the  company's  time-phased  voting
                          system are substantially  similar to the effects
                          of a dual  class  structure.  Such  a  structure
                          gives one class of  shareholders  (in this case,
                          shareholders  in excess of two years)  disparate
                          voting  power  in the  company  in  relation  to
                          their equity  position.  Although the  company's
                          time-phased  voting system  offers  shareholders
                          slight  advantages over a dual class structure -
                          it   provides    the    opportunity    for   all
                          shareholders,    as   long   as   they    remain
                          shareholders  for at least  two  years,  to have
                          four votes per share - it nonetheless  serves to
                          disenfranchise       certain       shareholders.
                                  The  company  states  that  time  phased
                          voting   reduces  the   relative   influence  of
                          short-term,  speculative  investors who may seek
                          personal  gains at the expense of the  long-term
                          best interests of shareholders.  However,  given
                          that  time-phased  voting  applies  to all items
                          brought  to a  shareholder  vote,  it  not  only
                          serves as an  anti-takeover  device,  it reduces
                          shareholders'   rights  with  respect  to  other
                          voting   items   that  do  not   deal   with  an
                          unsolicited takeover attempt,  such as corporate
                          governance and compensation  issues.  Given that
                          the    elimination   of   time   phased   voting
                          represents  an  improvement   in   shareholders'
                          rights, we recommend a vote FOR this proposal.


04/27/04 - S     Powerwave Technologies, Inc.     739363109                          03/18/04             2,120
                 *PWAV*
                 1     Authorize Board to Issue Shares in    For        For                    Mgmt
                       the Event of a Public Tender Offer
                       or Share Exchange Offer
                          The  combined  company's  strategic  position is
                          improved  with an expanded  addressable  market,
                          broader  product  offering,  increased  customer
                          base,  cost  synergies of $15 million  annually,
                          and the  potential  for revenue  synergies  as a
                          result  of  the  complementary   nature  of  the
                          products and operations.  In terms of valuation,
                          the  advisor's  fairness  opinion  indicates  an
                          offer  price  that  appears  within the range of
                          the peer group  using both a premium  and sum of
                          the parts analysis.  Further,  the  contribution
                          analysis indicates  Powerwave  shareholders will
                          have a voting  interest in the  combined  entity
                          that   is    comparable    to   the    company's
                          contribution    to   the   combined    company's
                          projected sales and higher on the earnings.  The
                          market  reaction  to the  transaction  has  been
                          positive as Powerwave is 11.3 percent  above the
                          last trading price prior to the  announcement as
                          of April 12,  2004.  For the above  reasons,  we
                          believe  the  issue of shares  for the  exchange
                          offer warrants shareholder support.
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                          The requested  increase of 115,000,000 shares is
                          below the  allowable  threshold  of  195,750,000
                          shares.


04/20/04 - A     Price Communications Corp.       741437305                          03/15/04             2,400
                 *PR*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert Price ---
                       Withhold
                          We  recommend  a vote FOR the  directors  except
                          Robert Price.
                 1.2   Elect Director Kim I. Pressman ---
                       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.


05/18/04 - A     Pride International, Inc.        74153Q102                          03/22/04             5,600
                 *PDE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert L. Barbanell
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Ralph  D.
                          McBride.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  Ralph  D.   McBride  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation and Nominating committees.
                 1.2   Elect Director Paul A. Bragg --- For
                 1.3   Elect Director David A.B. Brown ---
                       For
                 1.4   Elect Director J.C. Burton --- For
                 1.5   Elect Director Jorge E. Estrada ---
                       For
                 1.6   Elect Director William E. Macaulay
                       --- For
                 1.7   Elect Director Ralph D. Mcbride ---
                       Withhold
                 1.8   Elect Director David B. Robson ---
                       For
                 2     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     Protective Life Corp. *PL*       743674103                          03/05/04             3,050
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Outside Director Options in   For        For                    Mgmt
                       Lieu of Cash
                 3     Ratify Auditors                       For        For                    Mgmt


06/30/04 - A     Protein Design Labs, Inc.        74369L103                          05/20/04             4,100
                 *PDLI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          Although    the   plan    expressly    prohibits
                          repricing,  the total cost of the company's plan
                          is 14.04  percent,  which is above the allowable
                          cap for this company of 12.51 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Puget Energy, Inc. *PSD*         745310102                          03/19/04             4,020
                 1     Elect Directors                       For        For                    Mgmt


05/20/04 - A     Quanta Services, Inc. *PWR*      74762E102                          03/22/04               200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James R. Ball --- For
                          We recommend a vote FOR the  directors  with the
                          exception of independent  outsider Ben A. Guill.
                          We recommend  that  shareholders  WITHHOLD votes
                          from Ben A. Guill for poor attendance.
                 1.2   Elect Director John R. Colson ---
                       For
                 1.3   Elect Director Bernard Fried --- For
                 1.4   Elect Director H. Jarrell Gibbs ---
                       For
                 1.5   Elect Director Louis C. Golm --- For
                 1.6   Elect Director Ben A. Guill ---
                       Withhold
                 1.7   Elect Director Thomas J. Sikorski
                       --- For
                 1.8   Elect Director Gary A. Tucci --- For
                 1.9   Elect Director John R. Wilson ---
                       For


05/18/04 - A     Questar Corp. *STR*              748356102                          03/22/04             3,480
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Teresa Beck --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Robert  E.
                          McKee  III.  We  recommend   that   shareholders
                          WITHHOLD  votes  from  Robert  E.  McKee III for
                          poor attendance.
                 1.2   Elect Director R.D. Cash --- For
                 1.3   Elect Director Robert E. McKee III
                       --- Withhold
                 1.4   Elect Director Gary G. Michael ---
                       For
                 1.5   Elect Director Charles B. Stanley
                       --- For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/11/04 - A     Radian Group Inc. *RDN*          750236101                          03/15/04             3,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Articles                        For        Against                Mgmt
                          Proposal would declassify the board.
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Rayonier Inc. *RYN*              754907103                          03/22/04             2,152
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/19/04 - A     Rent-A-Center, Inc. *RCII*       76009N100                          03/25/04             3,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt


05/11/04 - A     Republic Services, Inc. *RSG*    760759100                          03/18/04             6,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James E. O'Connor
                       --- For
                 1.2   Elect Director Harris W. Hudson ---
                       For
                 1.3   Elect Director John W. Croghan ---
                       For
                 1.4   Elect Director W. Lee Nutter --- For
                 1.5   Elect Director Ramon A. Rodriguez
                       --- For
                 1.6   Elect Director Allan C. Sorensen
                       --- For
                 2     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


05/25/04 - A     Retek Inc. *RETK*                76128Q109                          03/31/04             2,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Ross Stores, Inc. *ROST*         778296103                          03/22/04             6,300
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Michael J. Bush ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Audit  Committee   member
                          Michael J. Bush for  standing  as an  affiliated
                          outsider    on   the   Audit   and    Nominating
                          committees,  and  for  failure  to  establish  a
                          majority  independent  board.  We also recommend
                          that    shareholders    WITHHOLD    votes   from
                          affiliated  outsider  Norman A.  Ferber and from
                          insider   James  C.   Peters   for   failure  to
                          establish a majority independent board.
                 1.2   Elect Director Norman A. Ferber ---
                       Withhold
                 1.3   Elect Director James C. Peters ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     RSA Security Inc. *RSAS*         749719100                          04/05/04             2,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/08/04 - A     Saks Incorporated *SKS*          79377W108                          04/01/04             5,610
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Stanton J. Bluestone
                       --- Withhold
                          We  recommend a vote FOR Robert B.  Carter,  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          Stanton  J.   Bluestone   for   standing  as  an
                          affiliated  outsider on the Audit  Committee and
                          for  failing to remove a  dead-hand,  slow-hand,
                          or similar feature in the company's  poison pill
                          and  from  Donald  E.  Hess for  standing  as an
                          affiliated    outsider   on   the   Compensation
                          Committee   and  for   failing   to   remove   a
                          dead-hand,  slow-hand, or similar feature in the
                          company's  poison pill. We also  recommend  that
                          shareholders  WITHHOLD  votes  from  independent
                          outsider  Julius W. Erving and insiders  Stephen
                          I.  Sadove and  George L.  Jones for  failing to
                          remove  a  dead-hand,   slow-hand,   or  similar
                          feature in the company's poison pill.
                 1.2   Elect Director Robert B. Carter ---
                       For
                 1.3   Elect Director Julius W. Erving ---
                       Withhold
                 1.4   Elect Director Donald E. Hess ---
                       Withhold
                 1.5   Elect Director George L. Jones ---
                       Withhold
                 1.6   Elect Director Stephen I. Sadove
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/20/04 - A     Sandisk Corp. *SNDK*             80004C101                          03/30/04             3,476
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     SCANA Corporation *SCG*          80589M102                          03/10/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Outside Director Stock        For        For                    Mgmt
                       Awards in Lieu of Cash
                 3     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     SEI Investment Company *SEIC*    784117103                          04/01/04             4,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Alfred P. West, Jr.
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsider  William M.
                          Doran  and  insider   Alfred  P.  West,  Jr.  We
                          recommend that shareholders  WITHHOLD votes from
                          Alfred P. West,  Jr. for  standing as an insider
                          on the  Compensation  Committee  and for failure
                          to   establish   an    independent    nominating
                          committee.  We also recommend that  shareholders
                          WITHHOLD   votes  from   William  M.  Doran  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation   Committee   and  for  failure  to
                          establish an independent nominating committee.
                 1.2   Elect Director William M. Doran ---
                       Withhold
                 1.3   Elect Director Howard D. Ross ---
                       For
                 1.4   Elect Director Thomas W. Smith ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Semtech Corp. *SMTC*             816850101                          04/23/04             3,260
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Glen M. Antle --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of insiders  John D. Poe and Jason L.
                          Carlson.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  John D. Poe and  Jason L.
                          Carlson for failure to establish an  independent
                          nominating committee.
                 1.2   Elect Director James P. Burra ---
                       For
                 1.3   Elect Director Jason L. Carlson ---
                       Withhold
                 1.4   Elect Director Rockell N. Hankin
                       --- For
                 1.5   Elect Director James T. Lindstrom
                       --- For
                 1.6   Elect Director John L. Piotrowski
                       --- For
                 1.7   Elect Director John D. Poe ---
                       Withhold
                 1.8   Elect Director James T. Schraith
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Sensient Technologies Corp.      81725T100                          03/01/04               100
                 *SXT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Plan
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Sequa Corp. *SQA.A*              817320104                          03/18/04               490
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Norman E. Alexander
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider  R.  Scott
                          Schafler.   We   recommend   that   shareholders
                          WITHHOLD   votes  from  R.  Scott  Schafler  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation Committee.
                 1.2   Elect Director Edward E. Barr ---
                       For
                 1.3   Elect Director Alvin Dworman --- For
                 1.4   Elect Director David S. Gottesman
                       --- For
                 1.5   Elect Director Richard S. LeFrak
                       --- For
                 1.6   Elect Director John J. Quicke ---
                       For
                 1.7   Elect Director R. Scott Schafler
                       --- Withhold
                 1.8   Elect Director Michael I. Sovern
                       --- For
                 1.9   Elect Director Fred R. Sullivan ---
                       For
                 1.10  Elect Director Gerald Tsai, Jr. ---
                       For
                 1.11  Elect Director Martin Weinstein ---
                       For
                 2     Approve Restricted Stock Plan         For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Silicon Valley Bancshares        827064106                          02/24/04             1,500
                 *SIVB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/01/04 - A     Six Flags, Inc. *PKS*            83001P109                          04/08/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Stock Option Plan             For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Smith International, Inc.        832110100                          02/27/04             4,060
                 *SII*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James R. Gibbs ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Jerry W. Neely.  We recommend  that
                          shareholders  WITHHOLD votes from Jerry W. Neely
                          for  standing as an  affiliated  outsider on the
                          Audit and on the Compensation committees.
                 1.2   Elect Director Jerry W. Neely ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Sonoco Products Co. *SON*        835495102                          02/20/04             4,040
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director F.L.H. Coker --- For
                 1.2   Elect Director C.C. Fort --- For
                 1.3   Elect Director B.L.M. Kasriel ---
                       For
                 1.4   Elect Director J.H. Mullin, III ---
                       For
                 1.5   Elect Director T.E. Whiddon --- For
                 1.6   Elect Director J.M. Micali --- For
                 2     Seek Sale of Company/Assets           Against    Against                ShrHoldr
                          In our opinion,  there is no compelling evidence
                          that  the  drastic  measure   described  by  the
                          proponent is in shareholders' best interests.


05/07/04 - A     Sotheby's Holdings Inc. *BID*    835898107                          03/26/04             1,071
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Sovereign Bancorp, Inc. *SOV*    845905108                          03/01/04            12,120
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Andrew C. Hove, Jr.
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Andrew C.  Hove,  Jr. and
                          Daniel  K.  Rothermel  for  failing  to remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill.
                 1.2   Elect Director Daniel K. Rothermel
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Approve Stock Plan and Employee       For        Against                Mgmt
                       Stock Purchase Plan
                          In this  item,  we will base our  recommendation
                          on the  cost  of the  company's  Employee  Stock
                          Purchase Plan and the voting power  dilution and
                          shareholder   value   transfer   of   the   2004
                          Broad-Based  Incentive  Plan. In this case,  the
                          Employee   Stock   Purchase   Plan   meets   our
                          requirements  since 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   limitations   on
                          participation.  And, we also commend the company
                          for expressly  forbidding the repricing of stock
                          options  under  the 2004  Broad-Based  Incentive
                          Plan.  However,  the total cost of the company's
                          Broad-Based  Incentive  Plan of 5.57  percent is
                          above  the  allowable  cap for this  company  of
                          5.28  percent.  As  such,  we  recommend  a vote
                          AGAINST this bundled proposal.
                 5     Approve Bonus Plan                    For        Against                Mgmt
                          According  to the  company,  the  purpose of the
                          company's  Bonus  Deferral  Program  is to align
                          the  interests  of  the  top  management  of the
                          company  with  those of  shareholders.  Not only
                          the plan solely  focuses on the  enrichment of a
                          selected  group  of  top  executives,  but  also
                          there are no  performance  criteria  attached to
                          the generous  company's  matching  contribution.
                          We  are   concerned   with  the   self-enriching
                          feature of the  deferral  program.  As such,  we
                          recommend a vote AGAINST the proposal.


04/28/04 - A     SPX Corp. *SPW*                  784635104                          03/08/04             3,140
                 1     Elect Directors                       For        For                    Mgmt


05/03/04 - A     StanCorp Financial Group, Inc.   852891100                          02/25/04             1,400
                 *SFG*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jerome J. Meyer ---
                       For
                 1.2   Elect Director Ralph R. Peterson
                       --- For
                 1.3   Elect Director E. Kay Stepp --- For
                 1.4   Elect Director Michael G. Thorne
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Require Two Candidates for Each       Against    Against                ShrHoldr
                       Board Seat
                          The  process  of  finding  qualified   available
                          candidates is difficult  and costly.  Under this
                          proposal,   the  board   would  be  required  to
                          identify   twice  as  many   candidates   as  is
                          currently  necessary.   Those  candidates  would
                          then be asked to  compete  for the  position  on
                          the  basis of the  statements  they  submit  for
                          publication   in  the  proxy   materials.   Many
                          well-qualified  candidates  may refuse to submit
                          to such a process.  This  proposal  also creates
                          the  possibility  of  having  a  board  with  no
                          officers  of  the  company  as  members  or  two
                          officers  competing  for a slot.  It could  also
                          lead to a high  rate  of  turnover  among  board
                          members,   denying  the  company  continuity  of
                          strategic management.  The nominating body could
                          well have  considerable  difficulty  devising  a
                          slate of candidates  that would ensure a balance
                          of  skills   and   experience   on  the   board.
                          Directors  are  fiduciaries  who must act in the
                          best   interest   of   all   shareholders.   The
                          politicization  of the  board  election  process
                          does not assure more responsible  representation
                          of  shareholder  interests,  and it may  lead to
                          unwarranted   cost  and   influence  of  special
                          interests.  As such, we do not believe that this
                          proposal merits shareholder approval.


05/11/04 - A     Stericycle, Inc. *SRCL*          858912108                          03/15/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jack W. Schuler ---
                       For
                 1.2   Elect Director Mark C. Miller ---
                       For
                 1.3   Elect Director John P. Connaughton
                       --- For
                 1.4   Elect Director Rod F. Dammeyer ---
                       For
                 1.5   Elect Director Patrick F. Graham
                       --- For
                 1.6   Elect Director John Patience --- For
                 1.7   Elect Director Thomas R. Reusche
                       --- For
                 1.8   Elect Director Peter Vardy --- For
                 1.9   Elect Director L. John Wilkerson,
                       Ph.D. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Waste Incineration          Against    Against                ShrHoldr
                          In this case,  we note that the company does not
                          have a  formal  EHS  report;  however,  it  does
                          specifically   discuss   the   issue   of  waste
                          handling  and  disposal  in some  detail  on the
                          company's  website.  Moreover,  the  company has
                          taken   some   steps  in  the   development   of
                          alternative  methods of disposal  and  committed
                          to reducing the use of  incineration  as much as
                          possible  based on  applicable  regulations  and
                          the economic  viability these  alternatives.  We
                          believe  that these  factors are  indicative  of
                          the    company's    ongoing     evaluation    of
                          alternatives to incineration,  and demonstrate a
                          reasonable    approach   to   the    proponent's
                          concerns.  As such,  we do not believe  that the
                          requested report is necessary at this time.


05/20/04 - A     Storage Technology Corp. *STK*   862111200                          04/02/04             4,550
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/20/04 - A     Swift Transportation Co., Inc.   870756103                          04/09/04             3,430
                 *SWFT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Adopt Charter Language on Board       Against    Abstain                ShrHoldr
                       Diversity
                 5     Adopt Policy to Annually Submit       Against    For                    ShrHoldr
                       Selection of Independent Auditor


05/27/04 - A     Sybase, Inc. *SY*                871130100                          04/01/04             3,960
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Synopsys, Inc. *SNPS*            871607107                          04/07/04             6,380
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Aart J. de Geus ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception   of   independent   outsider   Sasson
                          Somekh. We recommend that shareholders  WITHHOLD
                          votes from Sasson Somekh for poor attendance.
                 1.2   Elect Director Andy D. Bryant ---
                       For
                 1.3   Elect Director Chi-Foon Chan --- For
                 1.4   Elect Director Bruce R. Chizen ---
                       For
                 1.5   Elect Director Deborah A. Coleman
                       --- For
                 1.6   Elect Director A. Richard Newton
                       --- For
                 1.7   Elect Director Sasson Somekh ---
                       Withhold
                 1.8   Elect Director Roy Vallee --- For
                 1.9   Elect Director Steven C. Walske ---
                       For
                 2     Amend Non-Employee Director Stock     For        Against                Mgmt
                       Option Plan
                          The total cost of the  company's  plans of 19.23
                          percent  is  above  the  allowable  cap for this
                          company of 12.60 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     TCF Financial Corp. *TCB*        872275102                          03/01/04             3,090
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Tech Data Corp. *TECD*           878237106                          04/12/04             2,540
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Eliminate Class of Preferred Stock    For        For                    Mgmt


04/30/04 - A     Teleflex Inc. *TFX*              879369106                          03/02/04             1,720
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Patricia C. Barron
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception   of   affiliated    outsider   Donald
                          Beckman.    We   recommend   that   shareholders
                          WITHHOLD  votes from Donald Beckman for standing
                          as an  affiliated  outsider on the  Compensation
                          Committee.
                 1.2   Elect Director Donald Beckman ---
                       Withhold
                 1.3   Elect Director James W. Zug --- For
                 2     Ratify Auditors                       For        For                    Mgmt


06/29/04 - A     Telephone and Data Systems,      879433100                          05/17/04             2,510
                 Inc. *TDS*
                 1     Declassify the Board of Directors     For        Against                Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/07/04 - A     The Brinks Company *BCO*         109696104                          03/15/04             2,240
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Retirement Plan                 For        For                    Mgmt


05/18/04 - A     The Cheesecake Factory, Inc.     163072101                          03/31/04             1,044
                 *CAKE*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Thomas L. Gregory
                       --- Withhold
                          We support  the  proposed  corporate  governance
                          reforms  that  Culinary   Union  is  advocating.
                          While we note the  positive  steps  the  company
                          took   in   forming   a   Corporate   Governance
                          Committee  and  in  eliminating   the  slow-hand
                          provision in its poison pill, it considers  them
                          as  only  partial   response  to   shareholders'
                          mandate on the  governance  issues.  The company
                          in its  defense  points  out that the  proposals
                          did  not   receive   80  percent  of  the  votes
                          outstanding  which  is  required  to  amend  the
                          company's  bylaws  on some of  those  proposals.
                          However,   the   proposals   did  receive  clear
                          majority  of the  votes  cast.  In  light of the
                          majority  support,  we believe  that the company
                          should  have taken  additional  steps to respond
                          to  shareholders'   wishes.  Our  policy  is  to
                          withhold  votes from the  director  nominees  if
                          they  ignore  a  shareholder  proposal  that was
                          approved  by a  majority  of the votes  cast for
                          two consecutive  years.  However,  in this case,
                          given   that   the  no   vote   campaign   is  a
                          continuation  of  Culinary  Union's  advocacy of
                          corporate  governance  reforms which we support,
                          and the  company's  minimal  response to address
                          shareholders'  mandate of last year on  multiple
                          proposals,  we  recommend  a WITHHOLD  vote from
                          Thomas Gregory.
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


04/21/04 - A     The Colonial BancGroup, Inc.     195493309                          02/24/04               100
                 *CNB*
                 1     Elect Directors                       For        For                    Mgmt


05/04/04 - A     The Dun & Bradstreet Corp        26483E100                          03/11/04             3,000
                 *DNB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/17/04 - S     The J. M. Smucker Co. *SJM*      832696405                          05/03/04             2,188
                 1     Approve Merger Agreement              For        For                    Mgmt
                          Based on the fair  market  value,  the  fairness
                          opinion,  and the potential strategic synergies,
                          we  believe   the  merger   agreement   warrants
                          shareholder support.
                 2     Adjourn Meeting                       For        Against                Mgmt
                          In this case,  shareholders  already have enough
                          information to make their vote  decisions.  Once
                          their   votes  have  been  cast,   there  is  no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


04/26/04 - A     The Lubrizol Corp. *LZ*          549271104                          03/05/04             2,160
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     The PMI Group, Inc. *PMI*        69344M101                          04/01/04             3,840
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Deferred Compensation Plan    For        For                    Mgmt
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/20/04 - A     The Timberland Co. *TBL*         887100105                          03/24/04             1,400
                 1     Fix Number of and Elect Directors     For        For                    Mgmt
                 1.1   Fix Number of and Elect Director
                       Sidney W. Swartz --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider John E. Beard.
                          We recommend  that  shareholders  WITHHOLD votes
                          from   John  E.   Beard  for   standing   as  an
                          affiliated  outsider  on  the  Compensation  and
                          Nominating committees.
                 1     Elect Directors                       For        Split                  Mgmt
                 1.2   Elect Director Jeffrey B. Swartz
                       --- For
                 1.3   Elect Director John E. Beard ---
                       Withhold
                 1.4   Elect Director John F. Brennan ---
                       For
                 1.5   Elect Director Ian W. Diery --- For
                 1.6   Elect Director Irene M. Esteves ---
                       For
                 1.7   Elect Director John A. Fitzsimmons
                       --- For
                 1.8   Elect Director Virginia H. Kent ---
                       For
                 1.9   Elect Director Bill Shore --- For


04/12/04 - S     The Titan Corp. *TTN*            888266103                          02/09/04               599
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Adjourn Meeting                       For        Against                Mgmt


06/07/04 - S     The Titan Corp. *TTN*            888266103                          05/04/04             3,430
                 1     Approve Merger Agreement              For        For                    Mgmt


05/13/04 - A     The Washington Post Co. *WPO*    939640108                          03/15/04               390
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John L. Dotson, Jr.
                       --- For
                 1.2   Elect Director Ronald L. Olson ---
                       For
                 1.3   Elect Director Alice M. Rivlin ---
                       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.


05/03/04 - A     Tootsie Roll Industries, Inc.    890516107                          03/02/04               100
                 *TR*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Melvin J. Gordon ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  Ellen  R.  Gordon  and
                          Melvin   J.   Gordon.    We    recommend    that
                          shareholders   WITHHOLD   votes  from  Ellen  R.
                          Gordon  and  Melvin J.  Gordon  for  failure  to
                          establish an independent nominating committee.
                 1.2   Elect Director Ellen R. Gordon ---
                       Withhold
                 1.3   Elect Director Lana Jane
                       Lewis-Brent --- For
                 1.4   Elect Director Charles W. Seibert
                       --- For
                 1.5   Elect Director Richard P. Bergeman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Triad Hospitals, Inc. *TRI*      89579K109                          04/09/04             3,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/10/04 - A     Trinity Industries, Inc. *TRN*   896522109                          03/26/04               100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David W. Biegler ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions of affiliated  outsiders  Jess T. Hay
                          and  Craig  J.  Duchossois.  We  recommend  that
                          shareholders  WITHHOLD  votes  from  Jess T. Hay
                          and  Craig  J.   Duchossois   for   standing  as
                          affiliated  outsiders  on the  Compensation  and
                          Nominating committees.
                 1.2   Elect Director Craig J. Duchossois
                       --- Withhold
                 1.3   Elect Director Ronald J. Gafford
                       --- For
                 1.4   Elect Director Barry J. Galt --- For
                 1.5   Elect Director Clifford J. Grum ---
                       For
                 1.6   Elect Director Jess T. Hay ---
                       Withhold
                 1.7   Elect Director Diana S. Natalicio
                       --- For
                 1.8   Elect Director Timothy R. Wallace
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/14/04 - A     TriQuint Semiconductor, Inc.     89674K103                          03/24/04             5,479
                 *TQNT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     United Dominion Realty Trust,    910197102                          03/01/04             5,300
                 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
                 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


05/20/04 - A     United Rentals, Inc. *URI*       911363109                          04/15/04             3,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Howard L. Clark, Jr.
                       --- For
                 1.2   Elect Director Bradley S. Jacobs
                       --- For
                 1.3   Elect Director John N. Milne --- For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Although  we  do  not  agree  with  all  of  the
                          proponent's    stringent    classifications   of
                          independent directors,  we believe this proposal
                          sends an important  message to management and is
                          in  shareholders'  best  interests.   While  the
                          company's   board  is   currently   a   majority
                          independent,  the board has a significant number
                          of  directors  who have  ties  with  management.
                          Furthermore   the   company   agrees   with  the
                          proponents'  basic  proposition  that the  board
                          should   be   comprised   of,   at  a   minimum,
                          two-thirds of independent  directors.  While the
                          company  has decreed  that any future  vacancies
                          would be  filled  by the  independent  directors
                          until  two-thirds of the board was  independent,
                          there is no specific  time table for the board's
                          policy.  In effect, it could be several years or
                          more before the board  reaches  this goal.  As a
                          result,  we believe that this proposal  warrants
                          shareholder support.
                 6     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.
                          Although  the  company  has  already  adopted  a
                          policy   requiring   shareholder   approval  for
                          severance  benefits for  executives to a maximum
                          of 2.99 times the sum of the executive's  annual
                          base salary at the time of termination  plus the
                          highest  annual  bonus paid to the  executive in
                          the   preceding   three  years,   the  company's
                          definition  of severance  agreements  may not be
                          as  rigorous  as the  provisions  under  the IRC
                          280G.  Specifically,  severance  benefit  should
                          not  exceed  2.99  times of the  "base  amount",
                          that  is,  the   individual's   average   annual
                          compensation  during the five tax years prior to
                          the change of control.  Although the company did
                          not  make  any  payments   under  the  severance
                          agreements  that the  proponent  mentioned,  the
                          company was  committed  to making such  payments
                          if a change in  control  were to occur.  We note
                          that the former  severance  benefits that are no
                          longer in effect were also more  lucrative  than
                          the  current  one  in  place.  We  believe  that
                          seeking shareholder  approval after the material
                          terms of the  contract  are  agreed  upon  would
                          give the board a  framework  to work  within and
                          prevent  "pay for  failure"  packages  that have
                          been  witnessed at some  companies.  As such, we
                          believe that this proposal warrants  shareholder
                          support.


05/05/04 - A     Unitrin, Inc. *UTR*              913275103                          03/15/04             2,790
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


05/19/04 - A     Universal Health Services,       913903100                          04/08/04             2,400
                 Inc. *UHS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Restricted Stock Plan           For        For                    Mgmt


05/11/04 - A     Valassis Communications, Inc.    918866104                          03/22/04             2,060
                 *VCI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Patrick F. Brennan
                       --- Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from Compensation  Committee members  Ambassador
                          Faith  Whittlesey,   Marcella  A.  Sampson,  and
                          Patrick  F.  Brennan  for  not  aligning   CEO's
                          compensation with shareholders interests.
                 1.2   Elect Director Kenneth V. Darish
                       --- For
                 1.3   Elect Director Seth Goldstein ---
                       For
                 1.4   Elect Director Barry P. Hoffman ---
                       For
                 1.5   Elect Director Walter H. Ku --- For
                 1.6   Elect Director Robert L. Recchia
                       --- For
                 1.7   Elect Director Marcella A. Sampson
                       --- Withhold
                 1.8   Elect Director Alan F. Schultz ---
                       For
                 1.9   Elect Director Faith Whittlesey ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Valero Energy Corp. *VLO*        91913Y100                          03/01/04             5,270
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


05/20/04 - A     Varco International, Inc.        922122106                          03/22/04             4,180
                 *VRC*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Greg L. Armstrong
                       --- For
                          This   ALERT    revises   our   original    vote
                          recommendation   of  a  FOR  vote  for  director
                          Richard  A.   Kertson.   He  is  an   affiliated
                          outsider on the company's  Audit  Committee.  We
                          now recommend a WITHHOLD vote for this director.
                 1.2   Elect Director George S. Dotson ---
                       For
                 1.3   Elect Director Richard A. Kertson
                       --- Withhold
                 1.4   Elect Director John F. Lauletta ---
                       For
                 1.5   Elect Director Eric L. Mattson ---
                       For
                 1.6   Elect Director L.E. Simmons --- For
                 1.7   Elect Director Jeffery A. Smisek
                       --- For
                 1.8   Elect Director Douglas E. Swanson
                       --- For
                 1.9   Elect Director James D. Woods ---
                       For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/10/04 - S     Varian Medical Systems Inc       92220P105                          04/12/04             2,900
                 *VAR*
                 1     Increase Authorized Common Stock      For        For                    Mgmt


04/28/04 - A     Vectren Corp. *VVC*              92240G101                          03/05/04             3,320
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr


05/06/04 - A     Vertex Pharmaceuticals Inc.      92532F100                          03/12/04             3,200
                 *VRTX*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Joshua S. Boger ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Elaine  S.
                          Ullian.
                 1.2   Elect Director Charles A. Sanders
                       --- For
                 1.3   Elect Director Elaine S. Ullian ---
                       Withhold
                 1.4   Elect Director Eve E. Slater --- For
                 1.5   Elect Director John F. Niblack ---
                       For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/11/04 - A     Viad Corp.                       92552R109                          03/12/04             3,590
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Reverse Stock Split           For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Vishay Intertechnology, Inc.     928298108                          03/29/04             6,570
                 *VSH*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dr. Felix Zandman
                       --- Withhold
                          We   recommend   a  vote  FOR  Zvi  Grinfas  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          Philippe  Gazeau for  standing as an  affiliated
                          outsider on the Audit  Committee and for failure
                          to establish a majority  independent  board.  We
                          also recommend  WITHHOLDING  votes from insiders
                          Dr.  Felix  Zandman  and  Dr.  Gerald  Paul  for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Philippe Gazeau ---
                       Withhold
                 1.3   Elect Director Zvi Grinfas --- For
                 1.4   Elect Director Dr. Gerald Paul ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Approve Restricted Stock Plan         For        For                    Mgmt


05/13/04 - A     VISX, Inc. *EYE*                 92844S105                          04/01/04             1,920
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     W. R. Berkley Corp. *BER*        084423102                          03/19/04             3,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Waddell & Reed Financial, Inc.   930059100                          03/03/04             3,500
                 *WDR*
                 1     Elect Directors                       For        For                    Mgmt


04/22/04 - A     Wausau-Mosinee Paper Corp        943315101                          02/19/04             2,240
                 *WMO*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt


04/22/04 - A     Webster Financial Corp. *WBS*    947890109                          02/27/04             2,050
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Werner Enterprises, Inc.         950755108                          03/22/04             3,400
                 *WERN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Board Diversity                       Against    Abstain                ShrHoldr


04/22/04 - A     Westamerica Bancorporation       957090103                          02/23/04             1,510
                 *WABC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Westar Energy, Inc. *WR*         95709T100                          03/26/04             2,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director B. Anthony Isaac ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider   John  C.
                          Nettels,  Jr.. We  recommend  that  shareholders
                          WITHHOLD  votes  from John C.  Nettels,  Jr. for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director Michael F. Morrissey
                       --- For
                 1.3   Elect Director John C. Nettels, Jr.
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Nomination Procedures for the   Against    Against                ShrHoldr
                       Board
                          The  responsibility  of selecting  candidates to
                          serve on the  board  rests  with  the  company's
                          Nominating and Corporate  Governance  Committee.
                          The committee  evaluates the  qualifications and
                          areas of  expertise  of  current  directors  and
                          identifies  areas  for  enhancement  to ensure a
                          balance  of  skills,  strengths,  and  diversity
                          among  the   directors.   The  company's   proxy
                          materials  state that the committee  establishes
                          criteria for  membership  on the board to ensure
                          members   have   the   appropriate   skills   to
                          contribute to the functioning of the board.  The
                          committee  considers  candidates  identified  by
                          outside directors,  candidates  identified by an
                          executive  search  firm  retained by the company
                          for that purpose,  and  candidates  suggested by
                          shareholders.           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 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:  (1)
                          the  SEC's  proposed  new  rule  regarding  open
                          access  and  (2)  the  fact  that  the   company
                          maintains a Nominating and Corporate  Governance
                          Committee,     which    considers     candidates
                          identified  by  outside  directors,   candidates
                          identified by an executive  search firm retained
                          by the company for that purpose,  and candidates
                          suggested  by  shareholders,  we do not  believe
                          this item warrants shareholder support.


05/07/04 - A     Western Gas Resources, Inc.      958259103                          03/26/04               973
                 *WGR*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James A. Senty ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsiders  Walter  L.
                          Stonehocker and Bill M. Sanderson.  We recommend
                          that shareholders  WITHHOLD votes from Walter L.
                          Stonehocker   for  standing  as  an   affiliated
                          outsider on the Audit  Committee and for failure
                          to establish a majority  independent  board.  We
                          also recommend that shareholders  WITHHOLD votes
                          from  Bill  M.  Sanderson  for  standing  as  an
                          affiliated  outsider on the Audit and Nominating
                          committees,  and  for  failure  to  establish  a
                          majority independent board.
                 1.2   Elect Director Dean Phillips --- For
                 1.3   Elect Director Bill M. Sanderson
                       --- Withhold
                 1.4   Elect Director Walter L.
                       Stonehocker --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Westwood One, Inc. *WON*         961815107                          04/13/04             4,350
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Williams-Sonoma, Inc. *WSM*      969904101                          03/29/04             4,760
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     Wilmington Trust Corp. *WL*      971807102                          03/08/04               430
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


06/09/04 - A     Wind River Systems, Inc.         973149107                          04/21/04             3,400
                 *WIND*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Wisconsin Energy Corp. *WEC*     976657106                          02/25/04             4,620
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt


05/13/04 - A     WPS Resources Corp. *WPS*        92931B106                          03/24/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     XTO ENERGY CORP *XTO*            98385X106                          03/31/04             9,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Phillip R. Kevil ---
                       Withhold
                          We recommend  that  shareholders  vote FOR Scott
                          G.  Sherman  but  WITHHOLD  votes  from  all the
                          other nominees.  We recommend that  shareholders
                          WITHHOLD votes from affiliated  outsider Phillip
                          R.  Kevil for  failure to  establish  a majority
                          independent   board  and  for   standing  as  an
                          affiliated    outsider    on   the   Audit   and
                          Compensation  committees  and Bob R. Simpson for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Scott G. Sherman ---
                       For
                 1.3   Elect Director Bob R. Simpson ---
                       Withhold
                 2     Increase Authorized Common Stock      For        For                    Mgmt


05/20/04 - A     York International Corp *YRK*    986670107                          03/24/04             1,720
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


06/03/04 - A     Zebra Technologies Corp.         989207105                          04/08/04             1,900
                 *ZBRA*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adopt Charter Language on Board       Against    Abstain                ShrHoldr
                       Diversity






                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT MID CAP INDEX FUND-I

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

09/23/03 - A     3com Corp. *COMS*                 885535104                         07/25/03            10,500
                 1      Elect Directors                       For        For
                 1.1    Elect Director Bruce L. Claflin ---
                        For
                 1.2    Elect Director Paul G. Yovovich ---
                        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


09/18/03 - A     Activision, Inc. *ATVI*           004930202                         07/28/03             2,500
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert A. Kotick ---
                        For
                 1.2    Elect Director Brian G. Kelly ---
                        For
                 1.3    Elect Director Ronald Doornink ---
                        For
                 1.4    Elect Director Kenneth L. Henderson
                        --- For
                 1.5    Elect Director Barbara S. Isgur ---
                        For
                 1.6    Elect Director Steven T. Mayer ---
                        For
                 1.7    Elect Director Robert J. Morgado
                        --- For
                 2      Increase Authorized Preferred and     For        Against
                        Common Stock
                 3      Approve Omnibus Stock Plan            For        Against
                 4      Ratify Auditors                       For        For


08/06/03 - A     Acxiom Corp. *ACXM*               005125109                         06/13/03             2,445
                 1      Elect Directors                       For        For
                 1.1    Elect Director Dr. Ann Hayes Die
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director William J. Henderson
                        --- For
                 1.3    Elect Director Charles D. Morgan
                        --- For
                 2      Amend Stock Option Plan               For        Against
                 3      Amend Stock Option Plan               For        Against


08/14/03 - A     Airborne, Inc. *ABF*              009269101                         07/08/03             1,315
                 1      Approve Merger Agreement              For        For
                 2      Approve Merger Agreement              For        For
                 3      Adopt Supermajority Vote              For        For
                        Requirement for Amendments
                 4      Adopt Shareholder Rights Plan         For        For
                        (Poison Pill)
                 5.A    Elect Director Carl D. Donaway        For        For
                 5.B    Elect Director Richard M. Rosenberg   For        For
                        Shareholder Proposals
                 6      Submit Shareholder Rights Plan        Against    Against
                        (Poison Pill) to Shareholder Vote
                 7      Separate Chairman and CEO Positions   Against    Against
                 8      Performance-Based/Indexed Options     Against    Against
                 9      Expense Stock Options                 Against    For


07/29/03 - A     Airgas, Inc. *ARG*                009363102                         06/19/03             1,995
                 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
                 3      Approve Executive Incentive Bonus     For        For
                        Plan
                 4      Ratify Auditors                       For        For


07/17/03 - A     Apria Healthcare Group, Inc.      037933108                         05/30/03             1,545
                 *AHG*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Vicente Anido, Jr.
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director I.T. Corley --- For
                 1.3    Elect Director David L. Goldsmith
                        --- For
                 1.4    Elect Director Lawrence M. Higby
                        --- For
                 1.5    Elect Director Richard H. Koppes
                        --- For
                 1.6    Elect Director Philip R. Lochner,
                        Jr. --- For
                 1.7    Elect Director Jeri L. Lose --- For
                 1.8    Elect Director Beverly Benedict
                        Thomas --- For
                 1.9    Elect Director Ralph V. Whitworth
                        --- For
                 2      Approve Omnibus Stock Plan            For        For


09/08/03 - A     Bob Evans Farms, Inc. *BOBE*      096761101                         07/18/03             1,020
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Larry C. Corbin ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception of Audit  Committee  member Robert E.H.
                          Rabold for paying excessive non-audit fees.
                 1.2    Elect Director Stewart K. Owens ---
                        For
                 1.3    Elect Director Robert E.H. Rabold
                        --- Withhold


07/16/03 - S     Clayton Homes, Inc.               184190106                         07/09/03             3,700
                 1      Approve Merger Agreement              For        For


07/15/03 - A     Constellation Brands, Inc.        21036P108                         05/20/03             2,500
                 *STZ.B*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Thomas C. McDermott
                        as Class A Stock Director ---
                        Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Thomas  C.   McDermott   for   paying   excessive
                          non-audit fees.
                 1.2    Elect Director Paul L. Smith as
                        Class A Stock Director --- Withhold
                          WITHHOLD votes from Audit  Committee  member Paul
                          L. Smith for paying excessive non-audit fees.
                 1.3    Elect Director George Bresler as
                        Class B Stock Director --- For
                 1.4    Elect Director Jeananne K. Hauswald
                        as Class B Stock Director ---
                        Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Jeananne  K.   Hauswald   for  paying   excessive
                          non-audit fees.
                 1.5    Elect Director James A. Locke III
                        as Class B Stock Director ---
                        Withhold
                          WITHHOLD  votes  from  James  A.  Locke  III  for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee
                 1.6    Elect Director Richard Sands, Ph.D.
                        as Class B Stock Director --- For
                 1.7    Elect Director Robert Sands as
                        Class B Stock Director --- Withhold
                          WITHHOLD  votes from Robert Sands for standing as
                          an insider on the Nominating Committee.
                 2      Ratify Auditors                       For        Against


09/29/03 - A     Fidelity National Financial,      316326107                         08/18/03             3,962
                 Inc. *FNF*
                 1      Increase Authorized Common Stock      For        For
                 2      Elect Directors                       For        For


08/04/03 - A     GTECH Holdings Corp. *GTK*        400518106                         06/13/03             1,560
                 1      Elect Directors                       For        For
                 1.1    Elect Director Burnett W. Donoho
                        --- For
                 1.2    Elect Director James F. McCann ---
                        For
                 1.3    Elect Director W. Bruce Turner ---
                        For
                          WITHHOLD  votes from W. Bruce Turner for standing
                          as an insider on the Nominating Committee.
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For


09/29/03 - A     Herman Miller, Inc. *MLHR*        600544100                         08/01/03             2,080
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


09/12/03 - A     Integrated Device Technology,     458118106                         07/21/03             2,905
                 Inc. *IDTI*
                 1      Elect Director Gregory S. Lang        For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        Against


09/23/03 - A     Interstate Bakeries Corp. *IBC*   46072H108                         08/08/03             1,270
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/23/03 - A     KEMET Corporation *KEM*           488360108                         06/13/03             2,400
                 1      Elect Directors                       For        Withhold
                 1.1    Elect Director Charles E. Volpe ---
                        Withhold
                          We  recommend  withholding  votes from all of the
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  insider  Dr.  Jeffrey  A.
                          Graves and affiliated  outsider  Charles E. Volpe
                          for   failure   to   establish   an   independent
                          nominating committee.
                 1.2    Elect Director Dr. Jeffrey A.
                        Graves --- Withhold
                 2      Ratify Auditors                       For        Against


09/10/03 - A     Korn Ferry International *KFY*    500643200                         07/22/03             1,000
                 1      Elect Directors                       For        For
                 1.1    Elect Director Patti S. Hart --- For
                 1.2    Elect Director Paul C. Reilly ---
                        For
                 2      Ratify Auditors                       For        For
                 3      Approve Employee Stock Purchase Plan  For        For
                 4      Amend Omnibus Stock Plan              For        Against


07/22/03 - A     Legg Mason, Inc. *LM*             524901105                         05/23/03             1,795
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Carl Bildt --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  insider  Harry M.  Ford,  Jr..  We
                          recommend that  shareholders  WITHHOLD votes from
                          Harry M. Ford,  Jr. for failure to  establish  an
                          independent nominating committee.
                 1.2    Elect Director Harry M. Ford, Jr.
                        --- Withhold
                 1.3    Elect Director John E. Koerner, III
                        --- For
                 1.4    Elect Director Peter F. O'Malley
                        --- For
                 1.5    Elect Director James E. Ukrop ---
                        For
                 1.6    Elect Director Dennis R. Beresford
                        --- For


07/24/03 - A     Macromedia, Inc. *MACR*           556100105                         05/27/03             1,700
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Robert K. Burgess
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of John  (Ian)  Giffen,  from  whom we
                          recommend   shareholders   WITHHOLD   votes   for
                          standing as an  affiliated  outsider on the Audit
                          Committee.
                 1.2    Elect Director John (Ian) Giffen
                        --- Withhold
                 1.3    Elect Director William H. Harris,
                        Jr. --- For
                 1.4    Elect Director Robert A. Kotick ---
                        For
                 1.5    Elect Director Donald L. Lucas ---
                        For
                 1.6    Elect Director Timothy O'Reilly ---
                        For
                 1.7    Elect Director William B. Welty ---
                        For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Ratify Auditors                       For        For


08/27/03 - A     McData Corporation *MCDT*         580031201                         07/01/03             3,200
                 1      Elect Directors                       For        For
                 1.1    Elect Director Charles C. Johnston
                        --- For
                 1.2    Elect Director John F. McDonnell
                        --- For
                 1.3    Elect Director Laurence G. Walker
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Amend Omnibus Stock Plan              For        For


08/15/03 - A     Microchip Technology, Inc.        595017104                         06/20/03             5,760
                 *MCHP*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Steve Sanghi --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Albert J.
                        Hugo-Martinez --- For
                 1.3    Elect Director L.B. Day --- For
                 1.4    Elect Director Matthew W. Chapman
                        --- For
                 1.5    Elect Director Wade F. Meyercord
                        --- For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Employee Stock Purchase Plan    For        For


07/16/03 - A     Modine Manufacturing Co. *MODI*   607828100                         05/27/03               940
                 1      Elect Directors                       For        For
                 1.1    Elect Director Frank W. Jones ---
                        For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Dennis J. Kuester
                        --- For
                 1.3    Elect Director Michael T.Yonker ---
                        For


07/25/03 - A     Mylan Laboratories Inc. *MYL*     628530107                         05/23/03             5,115
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Milan Puskar --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of Douglas J. Leech.  We recommend that
                          shareholders   WITHHOLD  votes  from  Douglas  J.
                          Leech for standing as an  affiliated  outsider on
                          the Audit and Nominating Committees.
                 1.2    Elect Director Robert J. Coury ---
                        For
                 1.3    Elect Director Wendy Cameron --- For
                 1.4    Elect Director Laurence S. DeLynn
                        --- For
                 1.5    Elect Director John C. Gaisford,
                        M.D. --- For
                 1.6    Elect Director Douglas J. Leech ---
                        Withhold
                 1.7    Elect Director Joseph C. Maroon,
                        M.D. --- For
                 1.8    Elect Director Patricia A. Sunseri
                        --- For
                 1.9    Elect Director C.B. Todd --- For
                 1.10   Elect Director Randall L.
                        Vanderveen, Ph.D. --- For
                 1.11   Elect Director Stuart A. Williams,
                        Esq. --- For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For


09/10/03 - S     Park Place Entertainment *PPE*    700690100                         07/24/03             8,720
                 1      Change Company Name                   For        For


09/08/03 - A     Patterson Dental Co. *PDCO*       703412106                         07/14/03             1,900
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/16/03 - A     Powerwave Technologies, Inc.      739363109                         05/19/03             1,800
                 *PWAV*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Daniel A. Artusi ---
                        For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Gregory M. Avis ---
                        For
                 1.3    Elect Director John L. Clendenin
                        --- For
                 1.4    Elect Director Bruce C. Edwards ---
                        For
                 1.5    Elect Director David L. George ---
                        For
                 1.6    Elect Director Eugene L. Goda ---
                        For
                 1.7    Elect Director Carl W. Neun --- For
                 1.8    Elect Director Safi U. Qureshey ---
                        For
                 1.9    Elect Director Andrew J. Sukawaty
                        --- For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


08/13/03 - A     Precision Castparts Corp. *PCP*   740189105                         06/20/03             1,500
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For


09/03/03 - A     Quantum Corp. *QNTM*              747906204                         07/07/03             4,780
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan


07/22/03 - A     RF Micro Devices, Inc. *RFMD*     749941100                         05/30/03             5,000
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert A.
                        Bruggeworth --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director David A. Norbury ---
                        For
                 1.3    Elect Director William J. Pratt ---
                        For
                 1.4    Elect Director Daniel A. Dileo ---
                        For
                 1.5    Elect Director Dr. Frederick J.
                        Leonberger --- For
                 1.6    Elect Director Dr. Albert E.
                        Paladino --- For
                 1.7    Elect Director Erik Van Der Kaay
                        --- For
                 1.8    Elect Director Walter H. Wilkinson,
                        Jr. --- For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For


09/23/03 - A     Scholastic Corp. *SCHL*           807066105                         08/01/03             1,110
                 1      Elect Directors                       For        For
                 1.1    Elect Director John L. Davies as
                        Common Stock Director --- For
                 1.2    Elect Director Linda B. Keene as
                        Common Stock Director --- For
                 1.3    Elect Director John G. McDonald as
                        Common Stock Director --- For
                 1.4    Elect Director Richard Robinson as
                        Class A Stock Director --- For
                 1.5    Elect Director Rebeca M. Barrera as
                        Class A Stock Director --- For
                 1.6    Elect Director Ramon C. Cortines as
                        Class A Stock Director --- For
                 1.7    Elect Director Charles T. Harris
                        III as Class A Stock Director ---
                        For
                 1.8    Elect Director Andrew S. Hedden as
                        Class A Stock Director --- For
                 1.9    Elect Director Mae C. Jemison as
                        Class A Stock Director --- For
                 1.10   Elect Director Peter M. Mayer as
                        Class A Stock Director --- For
                 1.11   Elect Director Augustus K. Oliver
                        as Class A Stock Director --- For
                 1.12   Elect Director Richard M. Spaulding
                        as Class A Stock Director --- For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Non-Employee Director Stock     For        Against
                        Option Plan


08/11/03 - S     Sierra Pacific Resources *SRP*    826428104                         06/18/03             3,270
                 1      Approve the Conversion of Securities  For        For


09/03/03 - A     Smithfield Foods, Inc. *SFD*      832248108                         07/11/03             3,100
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/25/03 - A     Steris Corp. *STE*                859152100                         05/29/03             1,880
                 1      Elect Directors                       For        For
                        Shareholder Proposal
                 2      Declassify the Board of Directors     Against    Against


08/14/03 - A     The J. M. Smucker Co. *SJM*       832696405                         06/16/03             1,395
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/31/03 - A     Tidewater Inc. *TDW*              886423102                         06/02/03             1,680
                 1      Elect Directors                       For        For




                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT MID CAP INDEX FUND-I

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

12/29/03 - S     Activision, Inc. *ATVI*           004930202                         12/01/03             2,600
                 1      Increase Authorized Common Stock      For        For


10/30/03 - A     Affiliated Computer Services,     008190100                         09/19/03             3,950
                 Inc. *ACS*
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For


11/05/03 - A     AmeriCredit Corp. *ACF*           03060R101                         09/12/03             4,500
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


11/06/03 - A     Avnet, Inc. *AVT*                 053807103                         09/08/03             3,460
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


10/23/03 - A     Barr Laboratories, Inc. *BRL*     068306109                         09/02/03             1,950
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Bruce L. Downey ---
                        Withhold
                          WITHHOLD  votes from insider  Bruce L. Downey for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director Paul M. Bisaro ---
                        Withhold
                          WITHHOLD  votes from  insider  Paul M. Bisaro for
                          failure to  establish an  independent  nominating
                          committee.
                 1.3    Elect Director Carole S. Ben-Maimon
                        --- Withhold
                          WITHHOLD votes from insider Carole S.  Ben-Maimon
                          for   failure   to   establish   an   independent
                          nominating committee.
                 1.4    Elect Director George P. Stephan
                        --- For
                 1.5    Elect Director Jack M. Kay --- For
                 1.6    Elect Director Harold N. Chefitz
                        --- For
                 1.7    Elect Director Richard R. Frankovic
                        --- For
                 1.8    Elect Director Peter R. Seaver ---
                        For
                 1.9    Elect Director James S. Gilmore,
                        III --- For
                 2      Change State of Incorporation from    For        For
                        New York to Delaware
                 3      Increase Authorized Common Stock      For        For


11/12/03 - S     Biogen IDEC Inc *BIIB*            449370105                         09/25/03             4,500
                 1      Approve Merger Agreement              For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan
                 5      Adjourn Meeting                       For        Against


11/13/03 - A     Brinker International, Inc.       109641100                         09/15/03             2,890
                 *EAT*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Ronald A. McDougall
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions    of    Cece    Smith,    James    E.
                          Oesterreicher,   Ronald   Kirk,   and  Marvin  J.
                          Girouard.    We   recommend   that   shareholders
                          WITHHOLD votes from Audit Committee  members Cece
                          Smith, James E.  Oesterreicher,  Ronald Kirk, and
                          Marvin   J.   Girouard   for   paying   excessive
                          non-audit fees.
                 1.2    Elect Director Douglas H. Brooks
                        --- For
                 1.3    Elect Director Dan W. Cook, III ---
                        For
                 1.4    Elect Director Robert M. Gates ---
                        For
                 1.5    Elect Director Marvin J. Girouard
                        --- Withhold
                 1.6    Elect Director Ronald Kirk ---
                        Withhold
                 1.7    Elect Director George R. Mrkonic
                        --- For
                 1.8    Elect Director Erle Nye --- For
                 1.9    Elect Director James E.
                        Oesterreicher --- Withhold
                 1.10   Elect Director Cece Smith ---
                        Withhold
                 1.11   Elect Director Roger T. Staubach
                        --- For
                 2      Ratify Auditors                       For        Against
                          Percentage   of  total   fees   attributable   to
                          nonaudit work: 58.60 percent.
                        Shareholder Proposal
                 3      Report on the Impact of Genetically   Against    Against
                        Engineered Products


10/27/03 - A     Carpenter Technology Corp.        144285103                         08/29/03               580
                 *CRS*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/25/03 - A     CBRL Group, Inc. *CBRL*           12489V106                         09/26/03             1,380
                 1      Elect Directors                       For        Split
                 1.1    Elect Director James D. Carreker
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Jimmie  D.
                          White,  Martha  M.  Mitchell  and  B.  F.  'Jack'
                          Lowery,  and  independent   outsiders  Robert  C.
                          Hilton,  Robert V. Dale,  and James D.  Carreker.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from   Jimmie  D.  White  for   standing   as  an
                          affiliated    outsider    on   the    Audit   and
                          Compensation  committees and for paying excessive
                          non-audit  fees,  Martha M. Mitchell for standing
                          as affiliated  outsider on the  Compensation  and
                          Nominating  committees,  and B. F. 'Jack'  Lowery
                          for  standing  as  affiliated   outsider  on  the
                          Nominating    Committee.    We   recommend   that
                          shareholders  WITHHOLD votes from Audit Committee
                          members  Jimmie  D.  White,   Robert  C.  Hilton,
                          Robert V. Dale,  and James D. Carreker for paying
                          excessive non-audit fees.
                 1.2    Elect Director Robert V. Dale ---
                        Withhold
                 1.3    Elect Director Dan W. Evins --- For
                 1.4    Elect Director Robert C. Hilton ---
                        Withhold
                 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        Against
                          Percentage   of  total   fees   attributable   to
                          nonaudit work: 57.27 percent.


10/29/03 - A     CheckFree Corp. *CKFR*            162813109                         09/08/03             2,270
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                        Shareholder Proposal
                 3      Make Effort to Locate Women and       Against    Abstain
                        Minorities for Board Nomination


11/05/03 - A     Coach, Inc. *COH*                 189754104                         09/17/03             2,700
                 1      Elect Directors                       For        For
                 1.1    Elect Director Joseph Ellis --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider Michael Murphy.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from   Michael   Murphy   for   standing   as  an
                          affiliated   outsider  on  the  Audit  and  Human
                          Resources & Governance committees.
                 1.2    Elect Director Lew Frankfort --- For
                 1.3    Elect Director Sally Frame Kasaks
                        --- For
                 1.4    Elect Director Gary Loveman --- For
                 1.5    Elect Director Irene Miller --- For
                 1.6    Elect Director Keith Monda --- For
                 1.7    Elect Director Michael Murphy ---
                        For


12/08/03 - A     Copart, Inc. *CPRT*               217204106                         10/13/03             2,600
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


11/20/03 - A     Corinthian Colleges, Inc.         218868107                         10/01/03             1,300
                 *COCO*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Paul R. St. Pierre
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of Paul R. St.  Pierre,  from  whom we
                          recommend   shareholders   WITHHOLD   votes   for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director Linda Arey Skladany,
                        Esq. --- For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Ratify Auditors                       For        For


10/28/03 - A     Cree, Inc. *CREE*                 225447101                         09/04/03             2,100
                 1      Elect Directors                       For        Split
                 1.1    Elect Director F. Neal Hunter ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsiders  Robert J.
                          Potter,  Ph.D.,  William  J.  O'Meara,  James  E.
                          Dykes,  and Dolph W. von Arx. We  recommend  that
                          shareholders  WITHHOLD votes from Audit Committee
                          members  Robert  J.  Potter,  Ph.D.,  William  J.
                          O'Meara,  James E.  Dykes,  and  Dolph W. von Arx
                          for paying excessive non-audit fees.
                 1.2    Elect Director Charles M. Swoboda
                        --- For
                 1.3    Elect Director John W. Palmour,
                        Ph.D. --- For
                 1.4    Elect Director Dolph W. von Arx ---
                        Withhold
                 1.5    Elect Director James E. Dykes ---
                        Withhold
                 1.6    Elect Director William J. O'Meara
                        --- Withhold
                 1.7    Elect Director Robert J. Potter,
                        Ph.D. --- Withhold


11/18/03 - A     Devry Inc. *DV*                   251893103                         09/19/03             1,995
                 1      Elect Directors                       For        For
                 2      Approve Stock Option Plan             For        For
                 3      Ratify Auditors                       For        For


11/21/03 - A     Donaldson Co., Inc. *DCI*         257651109                         09/26/03             1,295
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Increase Authorized Common Stock      For        For


11/28/03 - S     DST Systems, Inc. *DST*           233326107                         11/10/03             3,390
                 1      Approve Reorganization Plan           For        For


11/25/03 - A     Dycom Industries, Inc. *DY*       267475101                         10/03/03             1,400
                 1      Elect Directors                       For        For
                 1.1    Elect Director Steven E. Nielsen
                        --- For
                 1.2    Elect Director Stephen C. Coley ---
                        For
                 2      Approve Omnibus Stock Plan            For        For


11/20/03 - A     Education Management Corp.        28139T101                         09/23/03             1,100
                 *EDMC*
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Ratify Auditors                       For        For


10/24/03 - A     Harris Corp. *HRS*                413875105                         08/29/03             1,895
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/29/03 - A     Integrated Circuit Systems,       45811K208                         09/19/03             2,000
                 Inc. *ICST*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Hock E. Tan ---
                        Withhold
                          We recommend  that  shareholders  vote FOR Nam P.
                          Suh, Ph.D.,  but WITHHOLD votes from insider Hock
                          E. Tan for failure to  establish  an  independent
                          nominating committee.
                 1.2    Elect Director Nam P. Suh, Ph.D.
                        --- For


11/24/03 - A     International Rectifier Corp.     460254105                         09/26/03             1,900
                 *IRF*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Omnibus Stock Plan              For        Against
                 4      Ratify Auditors                       For        For


10/28/03 - A     Jack Henry & Associates, Inc.     426281101                         09/22/03             2,500
                 *JKHY*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director John W. Henry --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsiders  Joseph J.
                          Maliekel,  George R. Curry, Burton O. George, and
                          James J. Ellis.  We recommend  that  shareholders
                          WITHHOLD  votes  from  Audit  Committee   members
                          Joseph J.  Maliekel,  George R. Curry,  Burton O.
                          George,  and James J. Ellis for paying  excessive
                          non-audit fees.
                 1.2    Elect Director Jerry D. Hall --- For
                 1.3    Elect Director Michael E. Henry ---
                        For
                 1.4    Elect Director James J. Ellis ---
                        Withhold
                 1.5    Elect Director Burton O. George ---
                        Withhold
                 1.6    Elect Director George R. Curry ---
                        Withhold
                 1.7    Elect Director Joseph J. Maliekel
                        --- Withhold


10/28/03 - A     Kennametal, Inc. *KMT*            489170100                         09/09/03             1,065
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/06/03 - A     Lam Research Corp. *LRCX*         512807108                         09/12/03             3,700
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Approve Executive Incentive Bonus     For        For
                        Plan
                 4      Ratify Auditors                       For        For


11/17/03 - A     Lancaster Colony Corp. *LANC*     513847103                         09/19/03             1,045
                 1      Elect Directors                       For        For


10/20/03 - S     Legato Systems, Inc.              524651106                         09/05/03             3,330
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


12/10/03 - A     LTX Corporation *LTXX*            502392103                         10/31/03             1,400
                 1      Elect Directors                       For        For
                 2      Approve Employee Stock Purchase Plan  For        For


12/16/03 - A     Network Associates, Inc. *NET*    640938106                         11/13/03             4,595
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Amend Non-Employee Director Stock     For        Against
                        Option Plan
                 4      Amend Employee Stock Purchase Plan    For        For
                 5      Ratify Auditors                       For        For


10/31/03 - S     Neuberger Berman Inc.             641234109                         09/24/03             2,100
                 1      Approve Merger Agreement              For        For


10/29/03 - S     New York Community Bancorp,       649445103                         09/12/03             4,100
                 Inc. *NYB*
                 1      Approve Merger Agreement              For        For
                 2      Increase Authorized Common Stock      For        For


10/07/03 - S     Overture Services, Inc.           69039R100                         08/27/03             1,800
                 1      Approve Merger Agreement              For        For


10/28/03 - A     Perrigo Co. *PRGO*                714290103                         09/02/03             2,030
                 1      Elect Directors                       For        For
                 1.1    Elect Director Gary M. Cohen --- For
                 1.2    Elect Director David T. Gibbons ---
                        For
                 1.3    Elect Director Judith A. Hemberger
                        --- For
                 2      Approve Omnibus Stock Plan            For        For


10/29/03 - S     Roslyn Bancorp, Inc.              778162107                         09/12/03             2,200
                 1      Approve Merger Agreement              For        For


10/10/03 - A     RPM International Inc. *RPM*      749685103                         08/15/03             3,315
                 1      Elect Directors                       For        For
                 2      Approve Non-Employee Director         For        For
                        Restricted Stock Plan


10/07/03 - A     Ruby Tuesday, Inc. *RI*           781182100                         08/12/03             1,900
                 1      Elect Directors                       For        For
                 1.1    Elect Director Dr. Donald Ratajczak
                        --- For
                 1.2    Elect Director Samuel E. Beall, III
                        --- For
                 1.3    Elect Director Claire L. Arnold ---
                        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Impact of Genetically       Against    Against
                        Engineered Foods


11/13/03 - A     The Bisys Group, Inc. *BSG*       055472104                         09/19/03             3,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Lynn J. Mangum ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  Denis  A.  Bovin,   from  whom  we
                          recommend   shareholders   WITHHOLD   votes   for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 1.2    Elect Director Denis A. Bovin ---
                        Withhold
                 1.3    Elect Director Robert J. Casale ---
                        For
                 1.4    Elect Director Thomas A. Cooper ---
                        For
                 1.5    Elect Director Paula G. McInerney
                        --- For
                 1.6    Elect Director Thomas E. McInerney
                        --- For
                 1.7    Elect Director Joseph J. Melone ---
                        For
                 1.8    Elect Director Dennis R. Sheehan
                        --- For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Ratify Auditors                       For        For


11/21/03 - A     The Reader's Digest               755267101                         09/26/03             2,815
                 Association, Inc. *RDA*
                 1      Elect Directors                       For        For


10/22/03 - A     Unifi, Inc. *UFI*                 904677101                         09/12/03             1,505
                 1      Approve Decrease in Size of Board     For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director William J. Armfield,
                        IV --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of Kenneth G.  Langone.  We  recommend
                          that shareholders  WITHHOLD votes from Kenneth G.
                          Langone for  standing as an  affiliated  outsider
                          on the Compensation Committee.
                 2.2    Elect Director R. Wiley Bourne, Jr.
                        --- For
                 2.3    Elect Director Charles R. Carter
                        --- For
                 2.4    Elect Director Sue W. Cole --- For
                 2.5    Elect Director J.B. Davis --- For
                 2.6    Elect Director Kenneth G. Langone
                        --- Withhold
                 2.7    Elect Director Donald F. Orr --- For
                 2.8    Elect Director Brian R. Parke ---
                        For
                 2.9    Elect Director G. Alfred Webster
                        --- For


10/28/03 - A     Universal Corp. *UVV*             913456109                         09/08/03               750
                 1      Elect Directors                       For        For


12/19/03 - S     Wind River Systems, Inc. *WIND*   973149107                         11/21/03             2,500
                 1      Amend Omnibus Stock Plan              For        For





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT MID CAP INDEX FUND-I

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/22/04 - A     AdvancePCS                        00790K109                         02/05/04             2,800
                 1      Approve Merger Agreement              For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director T. Danny Phillips
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  Jean-Pierre  Millon  and T. Danny
                          Phillips.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Jean-Pierre  Millon and T.
                          Danny   Phillips  for  failure  to  establish  an
                          independent nominating committee.
                 2.2    Elect Director Dr. George Poste ---
                        For
                 2.3    Elect Director Jean-Pierre Millon
                        --- Withhold
                 3      Approve Omnibus Stock Plan            For        For
                 4      Amend Articles                        For        For
                 5      Ratify Auditors                       For        For
                 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.


03/31/04 - A     Albemarle Corp. *ALB*             012653101                         02/13/04             1,300
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


01/27/04 - A     Apogent Technologies Inc. *AOT*   03760A101                         12/01/03             2,695
                 1      Elect Directors                       For        For


03/11/04 - A     Cabot Corp. *CBT*                 127055101                         01/12/04             1,775
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Kennett F. Burnes
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of  affiliated  outsider  Roderick C.G.
                          MacLeod. We recommend that shareholders  WITHHOLD
                          votes from Roderick C.G.  MacLeod for standing as
                          an affiliated outsider on the Audit Committee.
                 1.2    Elect Director John S. Clarkeson
                        --- For
                 1.3    Elect Director Roderick C.G.
                        MacLeod --- Withhold
                 1.4    Elect Director Ronaldo H. Schmitz
                        --- For


03/09/04 - A     Cabot Microelectronics Corp.      12709P103                         01/20/04             1,434
                 *CCMP*
                 1      Elect Directors                       For        For
                 2      Elect Director William P. Noglows     For        For
                 3      Ratify Auditors                       For        For
                 4      Approve Omnibus Stock Plan            For        For


01/29/04 - A     D.R. Horton, Inc. *DHI*           23331A109                         12/04/03             4,600
                 1      Elect Directors                       For        For
                 2      Amend Executive Incentive Bonus Plan  For        For
                 3      Other Business                        For        Against


01/26/04 - A     Energizer Holdings, Inc. *ENR*    29266R108                         11/21/03             2,500
                 1      Elect Directors                       For        For


02/02/04 - A     Fair Isaac Inc. *FIC*             303250104                         12/05/03             1,400
                 1      Elect Directors                       For        Split
                 1.1    Elect Director A. George Battle ---
                        For
                          A  substantial  majority of the board members are
                          independent  outsiders,  and key board committees
                          have no insiders or affiliated  outsiders.  While
                          we  commend  the board for  majority  independent
                          and key board  committees,  we are taking  action
                          on  the  employment   inducement  award  plan  as
                          described   below.        Employment   Inducement
                          Award        In   November   2003,   Fair   Isaac
                          announced   that  its  board  of  directors   has
                          approved  the 2003  Employment  Inducement  Award
                          Plan.  The plan  reserves 1.5 million  shares for
                          granting   inducement  stock  options  and  other
                          awards  that  meet  the  "employment   inducement
                          award"  provisions of the NYSE's recently revised
                          listing     standards.        The      employment
                          inducement  awards  will be  administered  by the
                          independent  compensation  committee members. The
                          1.5  million  employment  inducement  shares that
                          have been reserved  represent  3.2% of the common
                          shares  outstanding  as of  record  date.  At the
                          time  of  the  press  release,  the  company  had
                          granted   169,500   stock   options   to  53  new
                          employees in connection  with its  acquisition of
                          the assets of Seurat  Company and its  affiliated
                          companies.        We  support  the  NYSE  listing
                          reforms and  applauds  its efforts to improve the
                          corporate  governance  system.  While we  support
                          the  proposed  set of rules on the whole,  one of
                          our  concerns  is the  exemption  for  inducement
                          grants.  Companies may abuse the inducement grant
                          provision  and also  use it to avoid  shareholder
                          approval.  We believe that companies should grant
                          employment  inducement  awards  sparingly and use
                          it for few specific  identified  individuals.  In
                          this case,  Fair Isaac has  allocated  the number
                          of   employment   inducement   grants   prior  to
                          identifying  the specific  recipients.  Moreover,
                          shareholders    have   not   been   allowed   the
                          opportunity  to weigh in on the  approval  of the
                          plan to reserve these 1.5 million  shares,  which
                          represents a significant  number of the company's
                          common  shares  outstanding  as of  record  date.
                                  Therefore,   we   recommend   withholding
                          votes  from the  compensation  committee  members
                          (Alex W. Hart,  Philip G. Heasley and Margaret L.
                          Taylor)  who  administer  the  company's   equity
                          plans.        We   recommend   a  vote   FOR  all
                          directors except Alex W. Hart,  Philip G. Heasley
                          and Margaret L. Taylor.
                 1.2    Elect Director Tony J. Christianson
                        --- For
                 1.3    Elect Director Thomas G. Grudnowski
                        --- For
                 1.4    Elect Director Alex W. Hart ---
                        Withhold
                 1.5    Elect Director Philip G. Heasley
                        --- Withhold
                 1.6    Elect Director Guy R. Henshaw ---
                        For
                 1.7    Elect Director David S.P. Hopkins
                        --- For
                 1.8    Elect Director Margaret L. Taylor
                        --- Withhold
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


02/12/04 - A     Hillenbrand Industries, Inc.      431573104                         12/17/03             1,830
                 *HB*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Ray J. Hillenbrand
                        as Class II Director --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception   of   affiliated   outsider   Ray   J.
                          Hillenbrand.   We  recommend  that   shareholders
                          WITHHOLD  votes  from  Ray  J.   Hillenbrand  for
                          standing as an  affiliated  outsider on the Audit
                          and Nominating committees.
                 1.2    Elect Director Anne Griswold Peirce
                        as Class II Director --- For
                 1.3    Elect Director Peter H. Soderberg
                        as Class II Director --- For
                 2      Elect Director Joanne C. Smith as     For        For
                        Class III Director
                 3      Ratify Auditors                       For        For


01/27/04 - A     Hormel Foods Corp. *HRL*          440452100                         12/01/03             4,125
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/05/04 - A     Hovnanian Enterprises, Inc.       442487203                         01/16/04               900
                 *HOV*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director K. Hovnanian ---
                        Withhold
                 1.2    Elect Director A. Hovnanian ---
                        Withhold
                 1.3    Elect Director G. Decesaris, Jr.
                        --- Withhold
                 1.4    Elect Director A. Greenbaum ---
                        Withhold
                 1.5    Elect Director D. Mcdonald --- For
                 1.6    Elect Director J. Robbins --- For
                 1.7    Elect Director J. Sorsby ---
                        Withhold
                 1.8    Elect Director S. Weinroth --- For
                 1.9    Elect Director E. Kangas --- For
                 2      Ratify Auditors                       For        For
                 3      Increase Authorized Common Stock      For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan
                 5      Amend Omnibus Stock Plan              For        Against


01/26/04 - S     International Rectifier Corp.     460254105                         12/19/03             1,900
                 *IRF*
                 1      Increase Authorized Common Stock      For        For


02/10/04 - A     Jacobs Engineering Group Inc.     469814107                         01/05/04             1,620
                 *JEC*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


01/21/04 - A     Lee Enterprises, Inc. *LEE*       523768109                         12/01/03             1,420
                 1      Elect Directors                       For        For
                 1.1    Elect Director Mary E. Junck --- For
                 1.2    Elect Director Andrew E. Newman ---
                        For
                 1.3    Elect Director Gordon D. Prichett
                        --- For
                 2      Approve/Amend Executive Incentive     For        For
                        Bonus Plan
                 3      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


03/30/04 - A     Lennar Corp. *LEN*                526057104                         02/05/04             4,774
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Irving Bolotin ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception   of  Irving   Bolotin   from  whom  we
                          recommend  that  shareholders  WITHHOLD votes for
                          standing as an affiliated  outsider on the Audit,
                          Compensation, and Nominating committees.
                 1.2    Elect Director R. Kirk Landon ---
                        For
                 1.3    Elect Director Donna E. Shalala ---
                        For
                 2      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


02/19/04 - A     National Fuel Gas Co. *NFG*       636180101                         12/22/03             2,470
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Philip C. Ackerman
                        --- For
                 1.2    Elect Director Bernard S. Lee ---
                        Withhold
                 2      Ratify Auditors                       For        Against
                        Shareholder Proposal
                 3      Limit Awards to Executives            Against    Against


03/11/04 - A     Nordson Corp. *NDSN*              655663102                         01/14/04             1,060
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William D. Ginn ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsider  Stephen R.
                          Hardis and affiliated  outsider  William D. Ginn.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from  Stephen R.  Hardis for sitting on more than
                          six  boards.   We  recommend  that   shareholders
                          WITHHOLD  votes from William D. Ginn for standing
                          as  an  affiliated  outsider  on  the  Audit  and
                          Compensation committees.
                 1.2    Elect Director Stephen R. Hardis
                        --- Withhold
                 1.3    Elect Director William L. Robinson
                        --- For
                 1.4    Elect Director Benedict P. Rosen
                        --- For
                 2      Approve Omnibus Stock Plan            For        Against
                          The total  cost of the  company's  plans of 34.70
                          percent  is  above  the  allowable  cap for  this
                          company of 12.03 percent.
                 3      Approve Executive Incentive Bonus     For        For
                        Plan


02/11/04 - A     Plexus Corp. *PLXS*               729132100                         12/12/03             1,300
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


02/12/04 - A     Raymond James Financial, Inc.     754730109                         12/15/03             1,400
                 *RJF*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Angela M. Biever ---
                        For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Jonathan A. Bulkley
                        --- For
                 1.3    Elect Director Francis S. Godbold
                        --- For
                 1.4    Elect Director H. William
                        Habermeyer, Jr. --- For
                 1.5    Elect Director Chet Helck --- For
                 1.6    Elect Director Harvard H. Hill,
                        Jr., CFP --- For
                 1.7    Elect Director Thomas A. James ---
                        For
                 1.8    Elect Director Dr. Paul W. Marshall
                        --- For
                 1.9    Elect Director Kenneth A. Shields
                        --- For
                 1.10   Elect Director Hardwick Simmons ---
                        For
                 2      Approve Incentive Compensation        For        For
                        Criteria for Certain Executive
                        Officers
                          Because  qualification  of  the  above  incentive
                          compensation  criteria  under 162(m) will provide
                          the company with tax deductibility,  we recommend
                          a vote FOR this proposal.
                 3      Ratify Auditors                       For        For


01/16/04 - S     Sicor, Inc.                       825846108                         12/09/03             3,500
                 1      Approve Merger Agreement              For        For


03/24/04 - S     The Dial Corporation              25247D101                         02/17/04             2,905
                 1      Approve Merger Agreement              For        For
                 2      Other Business                        For        Against


01/16/04 - A     The Neiman Marcus Group, Inc.     640204202                         11/18/03             1,425
                 *NMG.A*
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For
                        Shareholder Proposal
                 4      Provide for Cumulative Voting         Against    Against


03/16/04 - S     The Titan Corp. *TTN*             888266103                         02/09/04               100
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


02/25/04 - A     The Valspar Corp. *VAL*           920355104                         12/31/03             1,600
                 1      Elect Directors                       For        For
                 2      Approve/Amend Executive Incentive     For        For
                        Bonus Plan
                 3      Ratify Auditors                       For        For


03/18/04 - A     Toll Brothers, Inc. *TOL*         889478103                         01/23/04               100
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


02/06/04 - A     Tyson Foods, Inc. *TSN*           902494103                         12/23/03            10,492
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Don Tyson ---
                        Withhold
                          We  recommend  a vote FOR  Lloyd V.  Hackley.  We
                          recommend that  shareholders  WITHHOLD votes from
                          Audit  Committee  members Jo Ann R. Smith,  David
                          A.  Jones,  and Jim  Kever for  paying  excessive
                          non-audit  fees,  and  Don  Tyson,   John  Tyson,
                          Barbara A.  Tyson,  Richard L. Bond and Leland E.
                          Tollett   for   failure   to   have  a   majority
                          independent board.
                 1.2    Elect Director John Tyson ---
                        Withhold
                 1.3    Elect Director Leland E. Tollett
                        --- Withhold
                 1.4    Elect Director Barbara A. Tyson ---
                        Withhold
                 1.5    Elect Director Lloyd V. Hackley ---
                        For
                 1.6    Elect Director Jim Kever --- For
                 1.7    Elect Director David A. Jones ---
                        For
                 1.8    Elect Director Richard L. Bond ---
                        Withhold
                 1.9    Elect Director Jo Ann R. Smith ---
                        For
                 2      Amend Omnibus Stock Plan              For        For
                          The  total  cost of the  company's  plans of 6.91
                          percent  is  within  the  allowable  cap for this
                          company of 7.56 percent.
                 3      Approve Employee Stock Purchase Plan  For        Against
                          Despite  the fact  that the  plan  complies  with
                          Section  423 of the  Internal  Revenue  Code  and
                          that the number of shares  that would be reserved
                          is  reasonable,   we  do  not  support  the  plan
                          because  the plan does not  specify  an  offering
                          period.
                 4      Ratify Auditors                       For        For
                        Shareholder Proposals
                 5      Remove Supervoting Rights for Class   Against    For
                        B Common Stock
                          We support the elimination of dual-class  capital
                          structures with unequal voting rights,  which can
                          create   impediments  to  a  takeover  and  cause
                          shareholders'     voting     rights     to     be
                          disproportionate  to their economic investment in
                          a company.  Therefore,  we believe this amendment
                          warrants shareholder support.
                 6      Separate Chairman and CEO Positions   Against    Against


02/04/04 - A     Varian Inc *VARI*                 922206107                         12/12/03             1,100
                 1      Elect Directors                       For        For
                 1.1    Elect Director John G. McDonald ---
                        For
                 1.2    Elect Director Wayne R. Moon --- For
                 2      Approve/Amend Executive Incentive     For        For
                        Bonus 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.


02/19/04 - A     Varian Medical Systems Inc        92220P105                         12/22/03             2,000
                 *VAR*
                 1      Elect Directors                       For        For
                 1.1    Elect Director John Seely Brown ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of Terry R.  Lautenbach.  We recommend
                          that  shareholders   WITHHOLD  votes  from  Audit
                          Committee  member Terry R.  Lautenbach for paying
                          excessive non-audit fees.
                 1.2    Elect Director Samuel Hellman ---
                        For
                 1.3    Elect Director Terry R. Lautenbach
                        --- 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.


01/21/04 - A     Washington Federal, Inc. *WFSL*   938824109                         11/28/03             2,100
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Thomas F. Kenney ---
                        For
                 1.2    Elect Director Derek L. Chinn ---
                        Withhold
                          WITHHOLD  votes from Derek L. Chinn for  standing
                          as an affiliated  outsider on the Audit Committee
                          and  W.   Alden   Harris  for   standing   as  an
                          affiliated    outsider   on   the    Compensation
                          Committee.
                 1.3    Elect Director W. Alden Harris ---
                        Withhold
                 1.4    Elect Director Guy C. Pinkerton ---
                        For
                 2      Ratify Auditors                       For        For


03/02/04 - A     WGL Holdings, Inc. *WGL*          92924F106                         01/12/04             1,580
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Provide for Cumulative Voting         Against    Against





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT MID CAP INDEX FUND-I

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

06/24/04 - A     A.G. Edwards, Inc. *AGE*         281760108                          05/03/04             2,475
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Abercrombie & Fitch Co. *ANF*    002896207                          03/26/04             2,975
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John A. Golden ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  insider  Seth  R.   Johnson.   We
                          recommend that shareholders  WITHHOLD votes from
                          Seth R.  Johnson  for  failure  to  establish  a
                          majority independent board.
                 1.2   Elect Director Seth R. Johnson ---
                       Withhold
                 1.3   Elect Director Edward F. Limato ---
                       For


04/15/04 - A     ADTRAN, Inc. *ADTN*              00738A106                          03/01/04             2,290
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Advanced Fibre Communications,   00754A105                          03/23/04             2,600
                 Inc. *AFCI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Advent Software, Inc. *ADVS*     007974108                          03/17/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        Against                Mgmt
                       Omnibus Stock Plan
                          The total cost of the  company's  plans of 24.50
                          percent  is  above  the  allowable  cap for this
                          company of 19.88 percent.
                 3     Amend Stock Option Plan               For        Against                Mgmt
                          The total cost of the  company's  plans of 23.63
                          percent  is  above  the  allowable  cap for this
                          company  of  19.88  percent.  Additionally,  the
                          plan  allows   repricing  of  underwater   stock
                          options without shareholder  approval,  which we
                          believe  reduces  the  incentive  value  of  the
                          plan.  Equity grants including stock options and
                          restricted stock to top five named
                 4     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     AGCO Corp. *AG*                  001084102                          03/12/04             2,210
                 1     Elect Directors                       For        For                    Mgmt
                 2     Prepare Sustainability Report         Against    For                    ShrHoldr
                          While  AGCO  does  have a code  of  conduct  for
                          employees  available  on  the  company  website,
                          discussion  on issues of community  involvement,
                          diversity,  workplace  health  and  safety,  and
                          sustainable   growth   could  be  improved   and
                          included  as  part  of a  comprehensive  report.
                          Moreover,  some industry  peers and  competitors
                          have    implemented     substantial    reporting
                          initiatives   on  these  topics.   Additionally,
                          while the GRI may not  focus on issues  specific
                          to AGCO's  industry,  we do not believe that the
                          incremental  approach advocated by the GRI would
                          be  overly   burdensome   for  the   company  to
                          implement.  Therefore,  considering  the lack of
                          disclosure  relative to other  companies  in the
                          industry and the  potential  benefits that could
                          be  derived   from   increased   reporting,   we
                          recommend a vote for this proposal.


04/28/04 - A     AGL Resources Inc. *ATG*         001204106                          02/20/04               100
                 1     Elect Directors                       For        For                    Mgmt


04/22/04 - A     Alexander & Baldwin, Inc.        014482103                          02/19/04             1,550
                 *ALEX*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael J. Chun ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Walter A. Dods,  Jr.. We recommend
                          that shareholders  WITHHOLD votes from Walter A.
                          Dods,   Jr.  for   standing  as  an   affiliated
                          outsider  on the Audit  Committee  and Walter A.
                          Dods,   Jr.  for   standing  as  an   affiliated
                          outsider on the Nominating Committee.
                 1.2   Elect Director Allen Doane --- For
                 1.3   Elect Director Walter A. Dods, Jr.
                       --- Withhold
                 1.4   Elect Director Charles G. King ---
                       For
                 1.5   Elect Director Constance H. Lau ---
                       For
                 1.6   Elect Director Carson R. McKissick
                       --- For
                 1.7   Elect Director Maryanna G. Shaw ---
                       For
                 1.8   Elect Director Charles M. Stockholm
                       --- For
                 1.9   Elect Director Jeffrey N. Watanabe
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


05/11/04 - A     Allete Inc. *ALE*                018522102                          03/12/04             2,630
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     Alliant Energy Corp. *LNT*       018802108                          04/01/04             3,375
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt


05/04/04 - A     Allmerica Financial Corp.        019754100                          03/22/04             1,665
                 *AFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/20/04 - A     AMB Property Corp. *AMB*         00163T109                          03/05/04             2,607
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/22/04 - A     American Eagle Outfitters,       02553E106                          04/30/04             1,882
                 Inc. *AEOS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Jon P. Diamond ---
                       Withhold
                          We recommend that  shareholders  vote FOR Janice
                          E. Page but  WITHHOLD  votes  from all the other
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from insider James V.  O'Donnell
                          and  affiliated  outsider  Jon  P.  Diamond  for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director James V. O'Donnell
                       --- Withhold
                 1.3   Elect Director Janice E. Page ---
                       For
                 2     Expense Stock Options                 Against    For                    ShrHoldr
                          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.
                 3     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr


05/25/04 - A     American Financial Group, Inc.   025932104                          03/31/04               100
                 *AFG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          We  support  the  general  principle  motivating
                          this  non-binding   proposal.  In  the  wake  of
                          financial   reporting   problems  and  excessive
                          executive  compensation  at companies like Enron
                          Corp.,  Worldcom  Inc.,  and Tyco  International
                          Ltd.,   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  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.


05/18/04 - A     AMETEK, Inc. *AME*               031100100                          03/26/04             2,220
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     AnnTaylor Stores Corp. *ANN*     036115103                          03/08/04             1,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


06/28/04 - S     Apogent Technologies Inc.        03760A101                          05/14/04             2,695
                 *AOT*
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Adjourn Meeting                       For        Against                Mgmt


05/13/04 - A     Applebee's International, Inc.   037899101                          03/15/04             1,800
                 *APPB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms


04/21/04 - A     Apria Healthcare Group, Inc.     037933108                          03/17/04             1,545
                 *AHG*
                 1     Elect Directors                       For        For                    Mgmt


05/20/04 - A     Aqua America, Inc. *WTR*         03836W103                          03/29/04             1,104
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of 200,000,000 shares is
                          above the  allowable  threshold  of  160,000,000
                          shares.
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/05/04 - A     Aquila Inc. *ILA*                03840P102                          03/08/04             5,895
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John R. Baker ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider John R. Baker.
                          We recommend  that  shareholders  WITHHOLD votes
                          from   John  R.   Baker  for   standing   as  an
                          affiliated  outsider on the Audit and Nominating
                          committees.
                 1.2   Elect Director Irvine O. Hockaday,
                       Jr. --- For
                 1.3   Elect Director Heidi E. Hutter ---
                       For
                 1.4   Elect Director Dr. Stanley O.
                       Ikenberry --- For


04/22/04 - A     Arch Coal, Inc. *ACI*            039380100                          03/01/04             1,500
                 1     Elect Directors                       For        For                    Mgmt


05/27/04 - A     Arrow Electronics, Inc. *ARW*    042735100                          03/29/04             2,925
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     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     Arthur J. Gallagher & Co.        363576109                          03/22/04             2,700
                 *AJG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/18/04 - A     Ascential Software Corp.         04362P207                          04/26/04             1,778
                 *ASCL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Reduce Authorized Common Stock        For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Associated Banc-Corp. *ASBC*     045487105                          02/20/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Astoria Financial Corp. *AF*     046265104                          03/26/04             2,530
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Atmel Corp. *ATML*               049513104                          03/16/04            14,490
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director George Perlegos ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of insiders  George  Perlegos,  Gust
                          Perlegos,   Tsung-Ching   Wu,   and   affiliated
                          outsider   Norm   Hall.   We   recommend    that
                          shareholders    WITHHOLD   votes   from   George
                          Perlegos,  Gust Perlegos and  Tsung-Ching Wu for
                          failure  to  establish  a  majority  independent
                          board.  We  also  recommend  that   shareholders
                          WITHHOLD  votes from Norm Hall for  standing  as
                          an  affiliated   outsider  on  the  Compensation
                          Committee   and  for  failure  to   establish  a
                          majority independent board.
                 1.2   Elect Director Gust Perlegos ---
                       Withhold
                 1.3   Elect Director Tsung-Ching Wu ---
                       Withhold
                 1.4   Elect Director T. Peter Thomas ---
                       For
                 1.5   Elect Director Norm Hall ---
                       Withhold
                 1.6   Elect Director Pierre Fougere ---
                       For
                 1.7   Elect Director Dr. Chaiho Kim ---
                       For
                 1.8   Elect Director David Sugishita ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Avocent Corporation *AVCT*       053893103                          04/30/04             1,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Bandag Inc. *BDG*                059815100                          03/05/04               680
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          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 19.91  percent is above the allowable cap for
                          this company of 10.13 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     BANK OF HAWAII CORP *BOH*        062540109                          03/01/04             1,685
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Banknorth Group, Inc. *BNK*      06646R107                          03/08/04             4,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Banta Corp. *BN*                 066821109                          03/05/04             1,010
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     Barnes & Noble, Inc. *BKS*       067774109                          04/12/04             2,195
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Increase in Size of Board     For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


04/01/04 - A     Beckman Coulter, Inc. *BEC*      075811109                          02/02/04             1,810
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Ronald W. Dollens
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Ronald  W.
                          Dollens.    We   recommend   that   shareholders
                          WITHHOLD  votes from Ronald W.  Dollens for poor
                          attendance.
                 1.2   Elect Director Charles A. Haggerty
                       --- For
                 1.3   Elect Director William N. Kelley,
                       M.D. --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/11/04 - A     Belo Corp. *BLC*                 080555105                          03/19/04             3,415
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Louis E. Caldera ---
                       For
                 1.2   Elect Director J. L. Craven, M.D.,
                       Mph --- For
                 1.3   Elect Director Stephen Hamblett ---
                       For
                 1.4   Elect Director Dealey D. Herndon
                       --- For
                 1.5   Elect Director Wayne R. Sanders ---
                       For
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          The total cost of the  company's  plans of 12.31
                          percent  is  above  the  allowable  cap for this
                          company of 8.08 percent.


05/20/04 - A     BJ *BJ*                          05548J106                          04/05/04             2,130
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Black Hills Corp. *BKH*          092113109                          04/07/04             1,170
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/24/04 - A     Blyth Inc. *BTH*                 09643P108                          05/13/04             2,730
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert B. Goergen
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Howard  E.
                          Rose. We recommend  that  shareholders  WITHHOLD
                          votes  from  Howard E. Rose for  standing  as an
                          affiliated outsider on the Audit Committee.
                 1.2   Elect Director Neal I. Goldman ---
                       For
                 1.3   Elect Director Howard E. Rose ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/20/04 - A     Borders Group, Inc. *BGP*        099709107                          03/23/04             2,265
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Borg-Warner, Inc. *BWA*          099724106                          03/05/04               251
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        Against                Mgmt
                          Considering  the  company's  recent  stock price
                          information,   the  split   appears   to  be  in
                          shareholders'  best  interests.   However,   the
                          requested  increase in  authorized  common stock
                          is excessive.
                 4     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Bowater Inc. *BOW*               102183100                          03/15/04             1,745
                 1     Elect Directors                       For        For                    Mgmt


04/30/04 - A     Boyd Gaming Corp. *BYD*          103304101                          03/31/04             2,100
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director William S. Boyd ---
                       Withhold
                          We  recommend  a vote FOR  Peter M.  Thomas  and
                          Frederick  J. Schwab and a WITHHOLD  for William
                          S.  Boyd  for   standing  as  an  insider  on  a
                          non-majority independent board.
                 2.2   Elect Director Frederick J. Schwab
                       --- For
                 2.3   Elect Director Peter M. Thomas ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt


04/22/04 - A     Brown & Brown, Inc. *BRO*        115236101                          03/01/04             2,100
                 1     Elect Directors                       For        For                    Mgmt


05/20/04 - A     C.H. Robinson Worldwide, Inc.    12541W100                          03/22/04             2,510
                 *CHRW*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/15/04 - A     Cadence Design Systems, Inc.     127387108                          04/23/04             8,080
                 *CDN*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director H. Raymond Bingham
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of   independent   outsider  Sean  M.
                          Maloney.    We   recommend   that   shareholders
                          WITHHOLD  votes  from Sean M.  Maloney  for poor
                          attendance.
                 1.2   Elect Director Susan L. Bostrom ---
                       For
                 1.3   Elect Director Donald L. Lucas ---
                       For
                 1.4   Elect Director Sean M. Maloney ---
                       Withhold
                 1.5   Elect Director Alberto
                       Sangiovanni-Vincentelli --- For
                 1.6   Elect Director George M. Scalise
                       --- For
                 1.7   Elect Director John B. Shoven ---
                       For
                 1.8   Elect Director Roger S. Siboni ---
                       For
                 1.9   Elect Director Lip-Bu Tan --- For
                 2     Amend Stock Option Plan               For        Against                Mgmt
                          The total cost of the  company's  plans of 15.42
                          percent  is  above  the  allowable  cap for this
                          company  of 12.56  percent.  Additionally,  this
                          company  has  repriced  stock  options   without
                          shareholder approval in the past.
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Caesar's Entertainment *CZR*     127687101                          04/06/04             9,220
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/25/04 - A     Callaway Golf Co. *ELY*          131193104                          03/26/04               100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Ronald A. Drapeau
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception   of   independent   outsider   Yotaro
                          Kobayashi.   We  recommend   that   shareholders
                          WITHHOLD  votes from Yotaro  Kobayashi  for poor
                          attendance.
                 1.2   Elect Director Samuel H. Armacost
                       --- For
                 1.3   Elect Director William C. Baker ---
                       For
                 1.4   Elect Director Ronald S. Beard ---
                       For
                 1.5   Elect Director John C. Cushman, III
                       --- For
                 1.6   Elect Director Yotaro Kobayashi ---
                       Withhold
                 1.7   Elect Director Richard L.
                       Rosenfield --- For
                 1.8   Elect Director Anthony S. Thornley
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/21/04 - A     Career Education Corp. *CECO*    141665109                          03/23/04             3,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     CDW Corp. *CDWC*                 12512N105                          04/01/04             2,650
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michelle L. Collins
                       --- For
                 1.2   Elect Director Casey G. Cowell ---
                       For
                 1.3   Elect Director John A. Edwardson
                       --- For
                 1.4   Elect Director Daniel S. Goldin ---
                       For
                 1.5   Elect Director Donald P. Jacobs ---
                       For
                 1.6   Elect Director Michael P. Krasny
                       --- For
                 1.7   Elect Director Terry L. Lengfelder
                       --- For
                 1.8   Elect Director Susan D. Wellington
                       --- For
                 1.9   Elect Director Brian E. Williams
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director         For        Against                Mgmt
                       Omnibus Stock Plan
                          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 11.53  percent is above the allowable cap for
                          this company of 10.16 percent.


05/12/04 - A     Ceridian Corporation *CEN*       156779100                          03/16/04             4,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/13/04 - A     CERTEGY INC *CEY*                156880106                          03/15/04             1,900
                 1     Elect Directors                       For        For                    Mgmt


05/12/04 - A     Charles River Laboratories       159864107                          03/15/04             1,400
                 International, Inc. *CRL*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James C. Foster ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  George  M.
                          Milne. We recommend that  shareholders  WITHHOLD
                          votes from  George M. Milne for  standing  as an
                          affiliated    outsider   on   the   Compensation
                          Committee.
                 1.2   Elect Director Robert Cawthorn ---
                       For
                 1.3   Elect Director Stephen D. Chubb ---
                       For
                 1.4   Elect Director George E. Massaro
                       --- For
                 1.5   Elect Director George M. Milne ---
                       Withhold
                 1.6   Elect Director Douglas E. Rogers
                       --- For
                 1.7   Elect Director Samuel O. Thier ---
                       For
                 1.8   Elect Director William H. Waltrip
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


06/22/04 - A     Chico's FAS, Inc. *CHS*          168615102                          04/26/04             2,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Helene B. Gralnick
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  Scott A.  Edmonds  and
                          Helene   B.   Granick.    We   recommend    that
                          shareholders   WITHHOLD   votes  from  Scott  A.
                          Edmonds  and Helene B.  Granick  for  failure to
                          establish a majority independent board.
                 1.2   Elect Director Verna K. Gibson ---
                       For
                 1.3   Elect Director Betsy S. Atkins ---
                       For
                 1.4   Elect Director Scott A. Edmonds ---
                       Withhold
                 2     Change Range for Size of the Board    For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     ChoicePoint Inc. *CPS*           170388102                          03/10/04             1,440
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Deferred Compensation Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Church & Dwight Co., Inc.        171340102                          03/12/04             1,210
                 *CHD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Cincinnati Bell Inc. *CBB*       171871106                          02/25/04             7,460
                 1     Elect Directors                       For        For                    Mgmt


04/28/04 - A     City National Corp. *CYN*        178566105                          03/01/04             1,610
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Russell Goldsmith
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Ronald  L.
                          Olson. We recommend that  shareholders  WITHHOLD
                          votes from Ronald L. Olson for poor attendance.
                 1.2   Elect Director Michael L. Meyer ---
                       For
                 1.3   Elect Director Ronald L. Olson ---
                       Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt


06/23/04 - A     Claire *CLE*                     179584107                          04/30/04             2,980
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Marla L. Schaefer
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of insiders  Ira D. Kaplan,  E. Bonnie
                          Schaefer,  and Marla L.  Schaefer.  We recommend
                          that  shareholders  WITHHOLD  votes  from Ira D.
                          Kaplan,   E.  Bonnie  Schaefer,   and  Marla  L.
                          Schaefer  for  failure to  establish  a majority
                          independent board.
                 1.2   Elect Director E. Bonnie Schaefer
                       --- Withhold
                 1.3   Elect Director Ira D. Kaplan ---
                       Withhold
                 1.4   Elect Director Bruce G. Miller ---
                       For
                 1.5   Elect Director Steven H. Tishman
                       --- For
                 1.6   Elect Director Todd D. Jick --- For
                 1.7   Elect Director Ann Spector Leiff
                       --- For
                 2     Adopt MacBride Principles             Against    Against                ShrHoldr
                          Based on the fact  that the  existing  reporting
                          requirements  are  substantially  similar to the
                          MacBride Principles,  the potential difficulties
                          associated  with  full   implementation  of  the
                          Principles,   and  the  lack  of  any   specific
                          controversies     regarding     the    company's
                          operations  in  Northern  Ireland,   we  do  not
                          believe   that  the  adoption  of  the  MacBride
                          Principles is necessary at this time.


04/20/04 - A     CNF Inc. *CNF*                   12612W104                          03/01/04             1,515
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Cognizant Technology Solutions   192446102                          04/13/04             2,100
                 Corp. *CTSH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                       and Eliminate Class of Common Stock
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 15.89  percent is above the allowable cap for
                          this company of 12.74 percent.
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


06/11/04 - A     Commerce Bancorp, Inc. *CBH*     200519106                          04/23/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Stock Option Plan             For        Against                Mgmt
                          The total cost of the  company's  plans of 13.98
                          percent  is  above  the  allowable  cap for this
                          company of 10.27 percent.
                 3     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of 350,000,000 shares is
                          above the  allowable  threshold  of  240,000,000
                          shares.
                 4     Ratify Auditors                       For        For                    Mgmt


05/07/04 - A     CommScope, Inc. *CTV*            203372107                          03/11/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Community Health Systems, Inc.   203668108                          03/31/04             3,000
                 *CYH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/19/04 - A     Compass Bancshares, Inc.         20449H109                          03/05/04             3,675
                 *CBSS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Adopt Dividend Reinvestment Plan      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Cooper Cameron Corp. *CAM*       216640102                          03/15/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Prepare Sustainability Report         Against    Against                ShrHoldr


04/29/04 - A     Covance Inc. *CVD*               222816100                          03/10/04             1,870
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Robert M. Baylis ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from independent  outsiders Irwin
                          Lerner  and  Robert M.  Baylis  for  failure  to
                          implement the board declassification proposal.
                 1.2   Elect Director Irwin Lerner ---
                       Withhold
                 2     Declassify the Board of Directors     Against    Against                ShrHoldr
                 3     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


06/03/04 - A     Coventry Health Care Inc.        222862104                          04/05/04             2,700
                 *CVH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Crompton Corporation *CK*        227116100                          02/27/04             3,520
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/28/04 - A     CSG Systems International,       126349109                          03/30/04             1,545
                 Inc. *CSGS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/19/04 - A     Cullen/Frost Bankers, Inc.       229899109                          04/02/04             1,600
                 *CFR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Cytec Industries Inc. *CYT*      232820100                          02/23/04             1,365
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Cytyc Corporation *CYTC*         232946103                          04/05/04             3,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Dean Foods Company *DF*          242370104                          03/26/04             4,757
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Alan J. Bernon ---
                       For
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from Ronald Kirk for standing as
                          an   affiliated   outsider  on  the   Nominating
                          Committee   and  for   failing   to   remove   a
                          dead-hand,  slow-hand, or similar feature in the
                          company's  poison pill. We also  recommend  that
                          shareholders  WITHHOLD votes from insiders Gregg
                          L. Engles and Alan J.  Bernon,  and  independent
                          outsiders  Joseph  S.  Hardin,  Jr.  and John S.
                          Llewellyn,   Jr.   for   failing   to  remove  a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill.
                 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


05/10/04 - A     Dentsply International, Inc.     249030107                          03/25/04             2,332
                 *XRAY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Diebold, Inc. *DBD*              253651103                          02/27/04             2,190
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/17/04 - A     Dollar Tree Stores, Inc.         256747106                          04/23/04             3,702
                 *DLTR*
                 1     Change Range for Size of the Board    For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/12/04 - A     Edwards Lifesciences             28176E108                          03/19/04             1,200
                 Corporation *EW*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert A. Ingram ---
                       Withhold
                          We  recommend a vote FOR Vernon R.  Loucks,  Jr.
                          but  WITHHOLD  votes from  independent  outsider
                          Robert   A.   Ingram.    We    recommend    that
                          shareholders   WITHHOLD  votes  from  Robert  A.
                          Ingram for sitting on more than six boards.
                 1.2   Elect Director Vernon R. Loucks Jr.
                       --- For
                 2     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 3     Ratify Auditors                       For        For                    Mgmt


06/30/04 - A     Emmis Communications Corp.       291525103                          04/23/04             1,600
                 *EMMS*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Jeffrey H. Smulyan
                       --- Withhold
                          We recommend  shareholders  WITHHOLD  votes from
                          all of the nominees.  We recommend  shareholders
                          withhold votes from insiders  Jeffrey H. Smulyan
                          and  Walter  Z.   Berger  and  from   affiliated
                          outsider  Greg  A.   Nathanson  for  failure  to
                          establish  a  majority   independent   board  of
                          directors.
                 1.2   Elect Director Walter Z. Berger ---
                       Withhold
                 1.3   Elect Director Greg A. Nathanson
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


06/18/04 - A     Energy East Corporation *EAS*    29266M109                          04/22/04             4,565
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Eliminate Cumulative Voting           For        For                    Mgmt
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Ensco International, Inc.        26874Q100                          03/15/04             4,580
                 *ESV*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- Withhold
                          We recommend that  shareholders vote FOR Rita M.
                          Rodriguez but WITHHOLD  votes from all the other
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from   Compensation   Committee
                          members David M.  Carmichael and Thomas L. Kelly
                          II for  not  aligning  CEO's  compensation  with
                          shareholders interests.
                 1.2   Elect Director Thomas L. Kelly II
                       --- Withhold
                 1.3   Elect Director Rita M. Rodriguez
                       --- For


05/13/04 - A     Entercom Communications Corp.    293639100                          03/19/04             1,500
                 *ETM*
                 1     Elect Directors                       For        For                    Mgmt


04/14/04 - A     Equitable Resources, Inc.        294549100                          02/17/04             2,000
                 *EQT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Expeditors International Of      302130109                          03/10/04             2,229
                 Washington, Inc. *EXPD*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Peter J. Rose ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of insiders R. Jordan  Gates,  James
                          L.K. Wang and Peter J. Rose.  We recommend  that
                          shareholders   WITHHOLD  votes  from  R.  Jordan
                          Gates,  James  L.K.  Wang and  Peter J. Rose for
                          poor   disclosure   of   the   members   of  the
                          nominating committee.
                 1.2   Elect Director James L.K. Wang ---
                       Withhold
                 1.3   Elect Director R. Jordan Gates ---
                       Withhold
                 1.4   Elect Director James J. Casey ---
                       For
                 1.5   Elect Director Dan P. Kourkoumelis
                       --- For
                 1.6   Elect Director Michael J. Malone
                       --- For
                 1.7   Elect Director John W. Meisenbach
                       --- For


05/07/04 - S     Extended Stay America, Inc.      30224P101                          04/08/04             2,900
                 1     Approve Merger Agreement              For        For                    Mgmt


05/04/04 - A     Fairchild Semiconductor          303726103                          03/10/04             3,600
                 International, Inc. *FCS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     Ferro Corp. *FOE*                315405100                          03/05/04             1,390
                 1     Elect Directors                       For        For                    Mgmt


05/13/04 - A     First American Corp. *FAF*       318522307                          03/24/04             2,400
                 1     Elect Directors                       For        For                    Mgmt


05/13/04 - A     First Health Group Corp.         320960107                          03/26/04             2,850
                 *FHCC*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael J. Boskin,
                       Phd --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Ronald  H.
                          Galowich.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Ronald  H.  Galowich  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation and Nominating committees.
                 1.2   Elect Director Daniel S. Brunner
                       --- For
                 1.3   Elect Director Raul Cesan --- For
                 1.4   Elect Director Ronald H. Galowich
                       --- Withhold
                 1.5   Elect Director Harold S. Handelsman
                       --- For
                 1.6   Elect Director Don Logan --- For
                 1.7   Elect Director William Mayer --- For
                 1.8   Elect Director David E. Simon ---
                       For
                 1.9   Elect Director James C. Smith ---
                       For
                 1.10  Elect Director Edward L. Wristen
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     FirstMerit Corp. *FMER*          337915102                          02/23/04             2,670
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


06/22/04 - A     Flowserve Corp. *FLS*            34354P105                          04/29/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/27/04 - A     FMC Corp. *FMC*                  302491303                          03/01/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     FMC Technologies, Inc. *FTI*     30249U101                          02/27/04             2,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Asbjorn Larsen ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   James  R.
                          Thompson.   We   recommend   that   shareholders
                          WITHHOLD   votes  from  James  R.  Thompson  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation   and   Nominating   &   Governance
                          committees.
                 1.2   Elect Director Joseph H. Netherland
                       --- For
                 1.3   Elect Director James R. Thompson
                       --- For


05/13/04 - A     Forest Oil Corp. *FST*           346091705                          03/15/04             1,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Furniture Brands                 360921100                          03/01/04               854
                 International, Inc. *FBN*
                 1     Elect Directors                       For        For                    Mgmt


06/30/04 - A     Gartner , Inc. *IT*              366651107                          05/03/04             3,400
                 1     Elect Directors                       For        For                    Mgmt


05/13/04 - A     Gentex Corp. *GNTX*              371901109                          03/19/04               538
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Gilead Sciences, Inc. *GILD*     375558103                          04/05/04             6,240
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Increase Authorized Common Stock      For        For                    Mgmt


04/28/04 - A     GLATFELTER *GLT*                 377316104                          03/03/04             1,540
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Kathleen A. Dahlberg
                       --- For
                 1.2   Elect Director Richard C. III ---
                       For
                 1.3   Elect Director Lee C. Stewart ---
                       For
                 2     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Although the company  currently  does not have a
                          poison   pill,   we  believe   that  any  future
                          adoption  of a pill  should  be  submitted  to a
                          shareholder vote.


04/23/04 - A     Graco Inc. *GGG*                 384109104                          02/23/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Grant Prideco Inc *GRP*          38821G101                          03/22/04             3,830
                 1     Elect Directors                       For        For                    Mgmt


04/30/04 - A     GreenPoint Financial Corp.       395384100                          03/19/04             4,087
                 *GPT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Hanover Compressor Co. *HC*      410768105                          03/31/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Harsco Corp. *HSC*               415864107                          03/04/04             1,230
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Harte-Hanks, Inc. *HHS*          416196103                          03/31/04             2,735
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/20/04 - A     Hawaiian Electric Industries,    419870100                          02/11/04             1,315
                 Inc. *HE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Victor Hao Li,
                       S.J.D. --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Jeffrey  N.
                          Watanabe.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Jeffrey N.  Watanabe  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director T. Michael May ---
                       For
                 1.3   Elect Director Diane J. Plotts ---
                       For
                 1.4   Elect Director Kelvin H. Taketa ---
                       For
                 1.5   Elect Director Jeffrey N. Watanabe
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Health Net, Inc. *HNT*           42222G108                          03/19/04             3,450
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J. Thomas Bouchard
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of Roger  F.  Greaves.  We  recommend
                          that  shareholders  WITHHOLD votes from Roger F.
                          Greaves for standing as an  affiliated  outsider
                          on the Nominating Committee.
                 1.2   Elect Director Theodore F. Craver,
                       Jr. --- For
                 1.3   Elect Director Thomas T. Farley ---
                       For
                 1.4   Elect Director Gale S. Fitzgerald
                       --- For
                 1.5   Elect Director Patrick Foley --- For
                 1.6   Elect Director Jay M. Gellert ---
                       For
                 1.7   Elect Director Roger F. Greaves ---
                       Withhold
                 1.8   Elect Director Richard W. Hanselman
                       --- For
                 1.9   Elect Director Richard J.
                       Stegemeier --- For
                 1.10  Elect Director Bruce G. Willison
                       --- For
                 1.11  Elect Director Frederick C. Yeager
                       --- For
                 2     Eliminate Class of Common Stock       For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Henry Schein, Inc. *HSIC*        806407102                          04/15/04             1,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Stanley M. Bergman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception of Pamela  Joseph.  We recommend  that
                          shareholders  WITHHOLD  votes from Pamela Joseph
                          for poor attendance.
                 1.2   Elect Director Gerald A. Benjamin
                       --- For
                 1.3   Elect Director James P. Breslawski
                       --- For
                 1.4   Elect Director Mark E. Mlotek ---
                       For
                 1.5   Elect Director Steven Paladino ---
                       For
                 1.6   Elect Director Barry J. Alperin ---
                       For
                 1.7   Elect Director Pamela Joseph ---
                       Withhold
                 1.8   Elect Director Donald J. Kabat ---
                       For
                 1.9   Elect Director Marvin H. Schein ---
                       For
                 1.10  Elect Director Irving Shafran ---
                       For
                 1.11  Elect Director Philip A. Laskawy
                       --- For
                 1.12  Elect Director Norman S. Matthews
                       --- For
                 1.13  Elect Director Louis W. Sullivan
                       --- For
                 1.14  Elect Director Margaret A. Hamburg
                       --- For
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Hibernia Corp. *HIB*             428656102                          02/25/04             4,675
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Highwoods Properties, Inc.       431284108                          03/15/04             1,800
                 *HIW*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward J. Fritsch
                       --- For
                 1.2   Elect Director Lawrence S. Kaplan
                       --- For
                 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     HNI CORP *HNI*                   438092108                          03/05/04             1,715
                 1     Elect Directors                       For        For                    Mgmt
                 2     Change Company Name                   For        For                    Mgmt
                 3     Amend Articles to Remove              For        For                    Mgmt
                       Antitakeover Provisions


05/25/04 - A     Horace Mann Educators Corp.      440327104                          03/26/04             1,330
                 *HMN*
                 1     Elect Directors                       For        For                    Mgmt


05/11/04 - A     Hospitality Properties Trust     44106M102                          03/16/04             2,100
                 *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.


05/03/04 - A     Hubbell Incorporated *HUB.B*     443510201                          03/05/04             1,855
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     IDACORP, Inc. *IDA*              451107106                          04/01/04             1,225
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Charitable Contributions    Against    Against                ShrHoldr


05/05/04 - A     Imation Corp. *IMN*              45245A107                          03/12/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/14/04 - A     IMC Global Inc. *IGL*            449669100                          03/31/04             3,480
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/24/04 - A     Independence Community Bank      453414104                          05/11/04             2,500
                 Corp. *ICBC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     IndyMac Bancorp, Inc. *NDE*      456607100                          03/01/04             1,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael W. Perry ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Patrick  C.  Haden.  We  recommend
                          that  shareholders  WITHHOLD  votes from Patrick
                          C. Haden for standing as an affiliated  outsider
                          on the Nominating Committee.
                 1.2   Elect Director Louis E. Caldera ---
                       For
                 1.3   Elect Director Lyle E. Gramley ---
                       For
                 1.4   Elect Director Hugh M. Grant --- For
                 1.5   Elect Director Patrick C. Haden ---
                       Withhold
                 1.6   Elect Director Terrance G. Hodel
                       --- For
                 1.7   Elect Director Robert L. Hunt II
                       --- For
                 1.8   Elect Director James R. Ukropina
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/24/04 - A     Internet Security Systems,       46060X107                          04/02/04             1,600
                 Inc. *ISSX*
                 1     Elect Directors                       For        For                    Mgmt


05/12/04 - A     Intersil Corporation *ISIL*      46069S109                          03/17/04             4,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/04/04 - A     ITT Educational Services, Inc.   45068B109                          03/05/04             1,400
                 *ESI*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Rene R. Champagne
                       --- For
                 1.2   Elect Director John F. Cozzi --- For
                 1.3   Elect Director James D. Fowler, Jr.
                       --- For
                 1.4   Elect Director Harris N. Miller ---
                       For
                 2     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of  200,000,000  shares,
                          is above the allowable  threshold of 187,500,000
                          shares.


04/22/04 - A     J. B. Hunt Transport Services,   445658107                          02/27/04             2,380
                 Inc. *JBHT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/24/04 - A     Jefferies Group, Inc *JEF*       472319102                          03/26/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director W. Patrick Campbell
                       --- For
                 1.2   Elect Director Richard G. Dooley
                       --- For
                 1.3   Elect Director Richard B. Handler
                       --- For
                 1.4   Elect Director Frank J. Macchiarola
                       --- For
                 1.5   Elect Director John C. Shaw, Jr.
                       --- For
                 2     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of 400,000,000 shares is
                          above the  allowable  threshold  of  170,000,000
                          shares.


05/27/04 - A     Keane, Inc. *KEA*                486665102                          03/29/04             2,015
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Lattice Semiconductor Corp.      518415104                          03/18/04             3,400
                 *LSCC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/25/04 - A     Laureate Education Inc.          871399101                          04/16/04             1,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Lear Corporation *LEA*           521865105                          03/19/04             1,975
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Larry W. McCurdy ---
                       For
                 1.2   Elect Director Roy E. Parrott ---
                       For
                 1.3   Elect Director Richard F. Wallman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          We note  that the board  emphasizes  in the 2004
                          proxy   statement   that   this   proposal,   if
                          supported  by a majority  of votes  cast,  would
                          not be binding on the board and therefore  would
                          not  necessarily  effectuate  any changes to the
                          poison   pill.   Our   opinion   is  that  where
                          shareholders   express   their   views   clearly
                          through  voting  for a  proposal,  that  opinion
                          should be  listened  to by the  company's  board
                          directors.  Further,  where a board consistently
                          ignores  or  fails  to   implement   a  proposal
                          approved  by a  majority  of  shareholder  votes
                          cast, we believe that this may provide  adequate
                          reason for  recommending  withholding  votes for
                          future   director   elections.        While   we
                          welcome the  company's  introduction  of a board
                          committee  review  process for the poison  pill,
                          poison pills  greatly alter the balance of power
                          between   shareholders   and   management,   and
                          shareholders  should be  allowed  to make  their
                          own  evaluation  of  such  plans.  We  therefore
                          agree  with the  proponent  that  the  adoption,
                          maintenance  or  extension  of any  poison  pill
                          should be put to a shareholder vote.


05/11/04 - A     Leucadia National Corp. *LUK*    527288104                          04/08/04             2,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles to Extend Provisions   For        For                    Mgmt
                       that Restrict Accumulation of 5%
                       Common Stock
                 3     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Liberty Property Trust *LRY*     531172104                          03/07/04             2,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Ownership Limitations     For        For                    Mgmt
                 3     Amend Articles                        For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt


06/15/04 - A     LifePoint Hospitals, Inc.        53219L109                          04/16/04               100
                 *LPNT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 5     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Lincare Holdings, Inc. *LNCR*    532791100                          03/31/04             1,647
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/25/04 - A     Longs Drug Stores Corp. *LDG*    543162101                          04/01/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 3     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Lyondell Chemical Co. *LYO*      552078107                          03/10/04             5,310
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     M & T Bank Corp. *MTB*           55261F104                          02/27/04             3,600
                 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
                 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


05/20/04 - A     Mack-Cali Realty Corp. *CLI*     554489104                          04/06/04             1,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Alan S. Bernikow ---
                       For
                 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
                 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 our director  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.


05/25/04 - A     Macrovision Corp. *MVSN*         555904101                          03/31/04             1,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John O. Ryan ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  insiders  William A.  Krepick and
                          John O.  Ryan,  and  affiliated  outsiders  Matt
                          Christiano  and  Donna S.  Birks.  We  recommend
                          that  shareholders  WITHHOLD  votes from William
                          A.  Krepick,  John O.  Ryan and Matt  Christiano
                          for failure to establish a majority  independent
                          board.  We  also  recommend  that   shareholders
                          WITHHOLD  votes from Donna S. Birks for standing
                          as  an   affiliated   outsider   on  the  Audit,
                          Compensation  and Nominating  committees and for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director William A. Krepick
                       --- Withhold
                 1.3   Elect Director Matt Christiano ---
                       Withhold
                 1.4   Elect Director Donna S. Birks ---
                       Withhold
                 1.5   Elect Director William N. Stirlen
                       --- For
                 1.6   Elect Director Thomas Wertheimer
                       --- For
                 1.7   Elect Director Steven G. Blank ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Manpower Inc. *MAN*              56418H100                          02/17/04             2,650
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Martin Marietta Materials,       573284106                          03/19/04             1,505
                 Inc. *MLM*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Marcus C. Bennett
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of Marcus C.  Bennett.  We  recommend
                          that shareholders  WITHHOLD votes from Marcus C.
                          Bennett for standing as an  affiliated  outsider
                          on the Audit Committee.
                 1.2   Elect Director Dennis L. Rediker
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     MCAFEE INC. *MFE*                640938106                          04/01/04             4,895
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     MDU Resources Group, Inc.        552690109                          02/27/04             3,500
                 *MDU*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Dennis W. Johnson
                       --- For
                 1.2   Elect Director John L. Olson --- For
                 1.3   Elect Director Martin A. White ---
                       For
                 1.4   Elect Director John K. Wilson ---
                       For
                 2     Amend Non-Employee Director Omnibus   For        Against                Mgmt
                       Stock Plan
                          The total  cost of the  company's  plans of 6.85
                          percent  is  above  the  allowable  cap for this
                          company   of  5.26   percent.   Note   the  high
                          concentration  ratio  of 35.1  percent  of total
                          grants to top five executive officers.


04/29/04 - A     Media General, Inc. *MEG*        584404107                          03/05/04               835
                 1     Elect Directors                       For        For                    Mgmt


05/28/04 - S     Media General, Inc. *MEG*        584404107                          04/29/04               735
                 1     Amend Director & Officer              For        For                    Mgmt
                       Indemnification/Liability Provisions
                          We  believe   that,   in  the  long  run,   this
                          flexibility is in shareholders' best interests.
                 2     Amend Bylaws Eliminating Personal     For        For                    Mgmt
                       Liability of Officers and Directors
                          We  believe   that,   in  the  long  run,   this
                          flexibility is in shareholders' best interests.
                 3     Adopt Amended and Restated            For        Against                Mgmt
                       Supplemental 401(k) Plan
                          Since we  cannot  determine  the  total  cost of
                          this plan based on the company's  contributions,
                          we  recommend  that  shareholders  vote  AGAINST
                          this item.


05/19/04 - A     Mentor Graphics Corp. *MENT*     587200106                          03/16/04             2,050
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Amend Stock Option Plan               For        Against                Mgmt
                          The total cost of the  company's  plans of 18.03
                          percent  is  above  the  allowable  cap for this
                          company of 15.22 percent.
                 5     Increase Authorized Common Stock      For        For                    Mgmt


05/11/04 - A     Mercantile Bankshares Corp.      587405101                          04/02/04             2,590
                 *MRBK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Deferred Compensation Plan      For        For                    Mgmt


06/17/04 - A     Michaels Stores, Inc. *MIK*      594087108                          04/26/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


05/27/04 - A     Micrel, Inc. *MCRL*              594793101                          04/01/04             2,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/07/04 - A     Millennium Pharmaceuticals,      599902103                          03/10/04             9,222
                 Inc. *MLNM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Minerals Technologies, Inc.      603158106                          03/29/04               670
                 *MTX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Mohawk Industries, Inc. *MHK*    608190104                          03/22/04             2,020
                 1     Elect Directors                       For        For                    Mgmt


05/26/04 - A     MPS GROUP INC *MPS*              553409103                          04/08/04             3,125
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/12/04 - A     Murphy Oil Corp. *MUR*           626717102                          03/15/04             2,770
                 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


04/28/04 - A     National Commerce Financial      63545P104                          03/01/04             6,244
                 Corporation *NCF*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     National Instruments Corp.       636518102                          03/15/04               750
                 *NATI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt


05/19/04 - A     National-Oilwell, Inc. *NOI*     637071101                          03/22/04             2,700
                 1     Elect Directors                       For        For                    Mgmt


05/12/04 - A     New Plan Excel Realty Trust,     648053106                          03/01/04               723
                 Inc. *NXL*
                 1     Elect Directors                       For        For                    Mgmt


05/19/04 - A     New York Community Bancorp,      649445103                          03/29/04             7,551
                 Inc. *NYB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Newport Corp. *NEWP*             651824104                          04/01/04             1,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director R. Jack Aplin --- For
                          We  recommend  a vote  FOR  R.  Jack  Aplin  but
                          WITHHOLD votes from affiliated  outsider Richard
                          E.  Schmidt.   We  recommend  that  shareholders
                          WITHHOLD  votes  from  Richard  E.  Schmidt  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation and Nominating committees.
                 1.2   Elect Director Richard E. Schmidt
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Noble Energy, Inc. *NBL*         655044105                          03/15/04             1,790
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/11/04 - A     Northeast Utilities *NU*         664397106                          03/12/04             4,025
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     NSTAR *NST*                      67019E107                          03/08/04               515
                 1     Elect Directors                       For        For                    Mgmt
                 2     Report on Charitable Contributions    Against    Against                ShrHoldr


05/04/04 - A     O'Reilly Automotive, Inc.        686091109                          02/27/04             1,600
                 *ORLY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Elect Director John Murphy            For        For                    Mgmt
                 4     Elect Director Ronald Rashkow         For        For                    Mgmt


05/20/04 - A     OGE Energy Corp. *OGE*           670837103                          03/22/04             2,665
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Luke R. Corbett ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of J.D.  Williams.  We recommend  that
                          shareholders  WITHHOLD votes from J.D.  Williams
                          for  standing as an  affiliated  outsider on the
                          Audit and Nominating committees.
                 1.2   Elect Director Robert Kelley --- For
                 1.3   Elect Director J.D. Williams ---
                       Withhold


05/28/04 - A     Old Republic International       680223104                          03/22/04             5,477
                 Corp. *ORI*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Jimmy A. Dew ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from  independent  outsiders John
                          M.  Dixon,  Wilbur  S.  Legg,  John W.  Popp and
                          insider  Jimmy A. Dew for  failing  to  remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill.
                 1.2   Elect Director John M. Dixon ---
                       Withhold
                 1.3   Elect Director Wilbur S. Legg ---
                       Withhold
                 1.4   Elect Director John W. Popp ---
                       Withhold


04/29/04 - A     Olin Corp. *OLN*                 680665205                          03/04/04             2,085
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Omnicare, Inc. *OCR*             681904108                          03/31/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     ONEOK, Inc. *OKE*                682680103                          03/25/04             3,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director William M. Bell ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider J.D. Scott. We
                          recommend that shareholders  WITHHOLD votes from
                          J.D.   Scott  for  standing  as  an   affiliated
                          outsider on the Audit and Nominating committees.
                 1.2   Elect Director Julie H. Edwards ---
                       For
                 1.3   Elect Director Pattye L. Moore ---
                       For
                 1.4   Elect Director J.D. Scott ---
                       Withhold
                 1.5   Elect Director James C. Day --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Outback Steakhouse, Inc. *OSI*   689899102                          02/27/04             2,245
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John A. Brabson, Jr.
                       --- For
                 1.2   Elect Director Lee Roy Selmon ---
                       For
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 16.41  percent is above the allowable cap for
                          this company of 12.97 percent.
                 3     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


06/01/04 - A     Overseas Shipholding Group,      690368105                          04/09/04             1,270
                 Inc. *OSG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Morten Arntzen ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Oudi  Recanati.  We recommend  that
                          shareholders  WITHHOLD  votes from Oudi Recanati
                          for  standing as an  affiliated  outsider on the
                          Compensation  Committee  and Oudi  Recanati  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director Oudi Recanati ---
                       Withhold
                 1.3   Elect Director Robert N. Cowen ---
                       For
                 1.4   Elect Director G. Allen Andreas III
                       --- For
                 1.5   Elect Director Alan R. Batkin ---
                       For
                 1.6   Elect Director Thomas B. Coleman
                       --- For
                 1.7   Elect Director Charles A. Fribourg
                       --- For
                 1.8   Elect Director Stanley Komaroff ---
                       For
                 1.9   Elect Director Solomon N. Merkin
                       --- For
                 1.10  Elect Director Joel I. Picket ---
                       For
                 1.11  Elect Director Ariel Recanati ---
                       For
                 1.12  Elect Director Michael J. Zimmerman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


06/02/04 - A     Oxford Health Plans, Inc.        691471106                          04/15/04             2,700
                 *OHP*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Kent J. Thirty ---
                       For
                          We  recommend  a vote  FOR  Kent J.  Thiry,  but
                          WITHHOLD   votes   from   affiliated    outsider
                          Benjamin H.  Safirstein,  M.D. We recommend that
                          shareholders  WITHHOLD  votes from  Benjamin  H.
                          Safirstein,  M.D.  for poor  attendance  and for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director B.H. Safirstein,
                       M.D. --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Divest from Tobacco Equities          Against    Against                ShrHoldr
                          Because  of the lack of company  investments  in
                          tobacco  equities,   restrictive   format,   and
                          potential financial impact of this proposal,  we
                          do not  recommend  shareholder  support for this
                          resolution.


05/20/04 - A     PacifiCare Health Systems,       695112102                          03/31/04             1,819
                 Inc. *PHS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Aida Alvarez --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of Terry O.  Hartshorn.  We recommend
                          that  shareholders  WITHHOLD votes from Terry O.
                          Hartshorn   for   standing   as  an   affiliated
                          outsider  on  the  Compensation  and  Nominating
                          Committee.
                 1.2   Elect Director Bradley C. Call ---
                       For
                 1.3   Elect Director Terry O. Hartshorn
                       --- Withhold
                 1.4   Elect Director Dominic Ng --- For
                 1.5   Elect Director Howard G. Phanstiel
                       --- For
                 1.6   Elect Director Warren E. Pinckert
                       Ii --- For
                 1.7   Elect Director David A. Reed --- For
                 1.8   Elect Director Charles R. Rinehart
                       --- For
                 1.9   Elect Director Linda Rosenstock ---
                       For
                 1.10  Elect Director Lloyd E. Ross --- For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Packaging Corporation of         695156109                          03/15/04             3,300
                 America *PKG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Henry F. Frigon ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Thomas S.
                          Souleles  and Samuel M.  Mencoff.  We  recommend
                          that shareholders  WITHHOLD votes from Thomas S.
                          Souleles for standing as an affiliated  outsider
                          on the Compensation  and Nominating  committees,
                          and from Samuel M.  Mencoff  for  standing as an
                          affiliated    outsider   on   the   Compensation
                          Committee.
                 1.2   Elect Director Louis S. Holland ---
                       For
                 1.3   Elect Director Justin S. Huscher
                       --- For
                 1.4   Elect Director Samuel M. Mencoff
                       --- Withhold
                 1.5   Elect Director Thomas S. Souleles
                       --- Withhold
                 1.6   Elect Director Paul T. Stecko ---
                       For
                 1.7   Elect Director Rayford K.
                       Williamson --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     PAR PHARMACEUTICAL COS INC       717125108                          04/08/04             1,000
                 *PRX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Change Company Name                   For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


06/29/04 - A     PATTERSON-UTI ENERGY INC.        703481101                          05/28/04             2,300
                 *PTEN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/27/04 - PC    Payless Shoesource, Inc. *PSS*   704379106                          04/01/04             2,125
                       MANAGEMENT PROXY (White Card)
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Daniel Boggan Jr.
                       --- Withhold
                          We  recommend  a vote FOR  Michael E. Murphy and
                          Robert   C.   Wheeler.    We   recommend    that
                          shareholders  WITHHOLD  votes  from  independent
                          outsider  and   Compensation   Committee  member
                          Daniel   Boggan  Jr.  for  not  aligning   CEO's
                          compensation with the interests of shareholders.
                 1.2   Elect Director Michael E. Murphy
                       --- For
                 1.3   Elect Director Robert C. Wheeler
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                       DISSIDENT PROXY (Green Card)
                 1     Elect Directors (Opposition Slate)    Against    None                   Mgmt
                 2     Ratify Auditors                       For        None                   Mgmt


05/06/04 - A     Peabody Energy Corp. *BTU*       704549104                          03/15/04             1,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William A. Coley ---
                       For
                 1.2   Elect Director Irl F. Engelhardt
                       --- For
                 1.3   Elect Director William C. Rusnack
                       --- For
                 1.4   Elect Director Alan H. Washkowitz
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Since  approval  of this  proposal  will  ensure
                          continued   independence   on  the   board,   we
                          recommend a vote for this proposal.


04/30/04 - A     Pentair, Inc. *PNR*              709631105                          03/01/04             1,615
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Outside Director Stock        For        For                    Mgmt
                       Options in Lieu of Cash
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 6     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     Pepco Holdings, Inc. *POM*       713291102                          03/22/04             2,855
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     Against    Against                ShrHoldr


04/22/04 - A     PepsiAmericas, Inc. *PAS*        71343P200                          03/04/04             4,310
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Awards to Executives            Against    For                    ShrHoldr
                          We   support    the   general    principal    of
                          performance-based   compensation,   and  believe
                          that there  should be strong  linkage  between a
                          company's  performance  and  compensation at the
                          senior  executive  level.  We also favor the use
                          of  equity  grants  whose  grant or  vesting  is
                          directly  tied to the  attainment  of  disclosed
                          performance   criteria  and  associated   hurdle
                          rates.   Currently,   the  company  uses  mainly
                          options  and  restricted  shares  as part of its
                          long-term  incentive  program,  and the majority
                          of  these   grants   are   time-based   and  not
                          performance-based.  The  company  also  does not
                          have   rigorous    executive   stock   ownership
                          guidelines.  No share retention  policy has been
                          disclosed  and we assume that the  company  does
                          not have one in  place.  Despite  the fact  that
                          the full tenure  share  retention  provision  of
                          the   proposal  is  somewhat   restrictive,   we
                          support  the   underlying   principal   of  this
                          proposal.
                 5     Report on Recycling Policy            Against    Against                ShrHoldr


06/10/04 - A     PETsMART *PETM*                  716768106                          04/12/04             4,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/25/04 - A     Pier 1 Imports, Inc *PIR*        720279108                          05/05/04             2,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/13/04 - A     Pioneer Natural Resources Co.    723787107                          03/17/04             3,560
                 *PXD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Pogo Producing Co. *PPP*         730448107                          03/12/04             1,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     Polycom, Inc. *PLCM*             73172K104                          04/09/04             2,990
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Betsy S. Atkins ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of William  A.  Owens.  We  recommend
                          that  shareholders  WITHHOLD  votes from William
                          A. Owens for  sitting on more than six boards at
                          the time of our analysis.
                 1.2   Elect Director John Seely Brown ---
                       For
                 1.3   Elect Director Robert C. Hagerty
                       --- For
                 1.4   Elect Director John A. Kelley, Jr.
                       --- For
                 1.5   Elect Director Michael R. Kourey
                       --- For
                 1.6   Elect Director Stanley J. Meresman
                       --- For
                 1.7   Elect Director William A. Owens ---
                       Withhold
                 1.8   Elect Director Durk I. Jager --- For
                 1.9   Elect Director Thomas G. Stemberg
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     Potlatch Corp. *PCH*             737628107                          03/19/04                 6
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Gregory L. Quesnel
                       --- For
                 1.2   Elect Director Michael T. Riordan
                       --- For
                 1.3   Elect Director L. Pendleton Siegel
                       --- For
                 2     Report on Dividend Policy             Against    Against                ShrHoldr
                          Given that the company  currently  discloses  in
                          its annual report the factors  considered in the
                          determination  of whether to pay a dividend  and
                          the  dividend  rate,  we  do  not  believe  that
                          approval    of   this   item    would    provide
                          shareholders     with    additional     relevant
                          information.
                 3     Eliminate Time-Phased Voting          Against    For                    ShrHoldr
                          We advocate a  one-share,  one-vote  policy.  We
                          therefore   frown   on   companies   that   have
                          different   classes   of   common   stock   with
                          disparate  voting  rights.  Although the company
                          does not  maintain a dual class  structure,  the
                          effects  of  the  company's  time-phased  voting
                          system are substantially  similar to the effects
                          of a dual  class  structure.  Such  a  structure
                          gives one class of  shareholders  (in this case,
                          shareholders  in excess of two years)  disparate
                          voting  power  in the  company  in  relation  to
                          their equity  position.  Although the  company's
                          time-phased  voting system  offers  shareholders
                          slight  advantages over a dual class structure -
                          it   provides    the    opportunity    for   all
                          shareholders,    as   long   as   they    remain
                          shareholders  for at least  two  years,  to have
                          four votes per share - it nonetheless  serves to
                          disenfranchise       certain       shareholders.
                                  The  company  states  that  time  phased
                          voting   reduces  the   relative   influence  of
                          short-term,  speculative  investors who may seek
                          personal  gains at the expense of the  long-term
                          best interests of shareholders.  However,  given
                          that  time-phased  voting  applies  to all items
                          brought  to a  shareholder  vote,  it  not  only
                          serves as an  anti-takeover  device,  it reduces
                          shareholders'   rights  with  respect  to  other
                          voting   items   that  do  not   deal   with  an
                          unsolicited takeover attempt,  such as corporate
                          governance and compensation  issues.  Given that
                          the    elimination   of   time   phased   voting
                          represents  an  improvement   in   shareholders'
                          rights, we recommend a vote FOR this proposal.


04/27/04 - S     Powerwave Technologies, Inc.     739363109                          03/18/04             1,900
                 *PWAV*
                 1     Authorize Board to Issue Shares in    For        For                    Mgmt
                       the Event of a Public Tender Offer
                       or Share Exchange Offer
                          The  combined  company's  strategic  position is
                          improved  with an expanded  addressable  market,
                          broader  product  offering,  increased  customer
                          base,  cost  synergies of $15 million  annually,
                          and the  potential  for revenue  synergies  as a
                          result  of  the  complementary   nature  of  the
                          products and operations.  In terms of valuation,
                          the  advisor's  fairness  opinion  indicates  an
                          offer  price  that  appears  within the range of
                          the peer group  using both a premium  and sum of
                          the parts analysis.  Further,  the  contribution
                          analysis indicates  Powerwave  shareholders will
                          have a voting  interest in the  combined  entity
                          that   is    comparable    to   the    company's
                          contribution    to   the   combined    company's
                          projected sales and higher on the earnings.  The
                          market  reaction  to the  transaction  has  been
                          positive as Powerwave is 11.3 percent  above the
                          last trading price prior to the  announcement as
                          of April 12,  2004.  For the above  reasons,  we
                          believe  the  issue of shares  for the  exchange
                          offer warrants shareholder support.
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                          The requested  increase of 115,000,000 shares is
                          below the  allowable  threshold  of  195,750,000
                          shares.


04/20/04 - A     Price Communications Corp.       741437305                          03/15/04             1,900
                 *PR*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert Price ---
                       Withhold
                          We  recommend  a vote FOR the  directors  except
                          Robert Price.
                 1.2   Elect Director Kim I. Pressman ---
                       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.


05/18/04 - A     Pride International, Inc.        74153Q102                          03/22/04             4,100
                 *PDE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert L. Barbanell
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Ralph  D.
                          McBride.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  Ralph  D.   McBride  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation and Nominating committees.
                 1.2   Elect Director Paul A. Bragg --- For
                 1.3   Elect Director David A.B. Brown ---
                       For
                 1.4   Elect Director J.C. Burton --- For
                 1.5   Elect Director Jorge E. Estrada ---
                       For
                 1.6   Elect Director William E. Macaulay
                       --- For
                 1.7   Elect Director Ralph D. Mcbride ---
                       Withhold
                 1.8   Elect Director David B. Robson ---
                       For
                 2     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     Protective Life Corp. *PL*       743674103                          03/05/04             2,255
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Outside Director Options in   For        For                    Mgmt
                       Lieu of Cash
                 3     Ratify Auditors                       For        For                    Mgmt


06/30/04 - A     Protein Design Labs, Inc.        74369L103                          05/20/04             1,701
                 *PDLI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          Although    the   plan    expressly    prohibits
                          repricing,  the total cost of the company's plan
                          is 14.04  percent,  which is above the allowable
                          cap for this company of 12.51 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Puget Energy, Inc. *PSD*         745310102                          03/19/04             2,925
                 1     Elect Directors                       For        For                    Mgmt


05/20/04 - A     Quanta Services, Inc. *PWR*      74762E102                          03/22/04             3,057
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James R. Ball --- For
                          We recommend a vote FOR the  directors  with the
                          exception of independent  outsider Ben A. Guill.
                          We recommend  that  shareholders  WITHHOLD votes
                          from Ben A. Guill for poor attendance.
                 1.2   Elect Director John R. Colson ---
                       For
                 1.3   Elect Director Bernard Fried --- For
                 1.4   Elect Director H. Jarrell Gibbs ---
                       For
                 1.5   Elect Director Louis C. Golm --- For
                 1.6   Elect Director Ben A. Guill ---
                       Withhold
                 1.7   Elect Director Thomas J. Sikorski
                       --- For
                 1.8   Elect Director Gary A. Tucci --- For
                 1.9   Elect Director John R. Wilson ---
                       For


05/18/04 - A     Questar Corp. *STR*              748356102                          03/22/04             2,505
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Teresa Beck --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Robert  E.
                          McKee  III.  We  recommend   that   shareholders
                          WITHHOLD  votes  from  Robert  E.  McKee III for
                          poor attendance.
                 1.2   Elect Director R.D. Cash --- For
                 1.3   Elect Director Robert E. McKee III
                       --- Withhold
                 1.4   Elect Director Gary G. Michael ---
                       For
                 1.5   Elect Director Charles B. Stanley
                       --- For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/11/04 - A     Radian Group Inc. *RDN*          750236101                          03/15/04             2,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Articles                        For        Against                Mgmt
                          Proposal would declassify the board.
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Rayonier Inc. *RYN*              754907103                          03/22/04             1,622
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/19/04 - A     Rent-A-Center, Inc. *RCII*       76009N100                          03/25/04             2,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt


05/11/04 - A     Republic Services, Inc. *RSG*    760759100                          03/18/04             4,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James E. O'Connor
                       --- For
                 1.2   Elect Director Harris W. Hudson ---
                       For
                 1.3   Elect Director John W. Croghan ---
                       For
                 1.4   Elect Director W. Lee Nutter --- For
                 1.5   Elect Director Ramon A. Rodriguez
                       --- For
                 1.6   Elect Director Allan C. Sorensen
                       --- For
                 2     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


05/25/04 - A     Retek Inc. *RETK*                76128Q109                          03/31/04             1,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Rollins, Inc. *ROL*              775711104                          03/05/04                82
                 1     Elect Directors                       For        For                    Mgmt


05/20/04 - A     Ross Stores, Inc. *ROST*         778296103                          03/22/04             4,620
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Michael J. Bush ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Audit  Committee   member
                          Michael J. Bush for  standing  as an  affiliated
                          outsider    on   the   Audit   and    Nominating
                          committees,  and  for  failure  to  establish  a
                          majority  independent  board.  We also recommend
                          that    shareholders    WITHHOLD    votes   from
                          affiliated  outsider  Norman A.  Ferber and from
                          insider   James  C.   Peters   for   failure  to
                          establish a majority independent board.
                 1.2   Elect Director Norman A. Ferber ---
                       Withhold
                 1.3   Elect Director James C. Peters ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


06/08/04 - A     Saks Incorporated *SKS*          79377W108                          04/01/04             4,135
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Stanton J. Bluestone
                       --- Withhold
                          We  recommend a vote FOR Robert B.  Carter,  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          Stanton  J.   Bluestone   for   standing  as  an
                          affiliated  outsider on the Audit  Committee and
                          for  failing to remove a  dead-hand,  slow-hand,
                          or similar feature in the company's  poison pill
                          and  from  Donald  E.  Hess for  standing  as an
                          affiliated    outsider   on   the   Compensation
                          Committee   and  for   failing   to   remove   a
                          dead-hand,  slow-hand, or similar feature in the
                          company's  poison pill. We also  recommend  that
                          shareholders  WITHHOLD  votes  from  independent
                          outsider  Julius W. Erving and insiders  Stephen
                          I.  Sadove and  George L.  Jones for  failing to
                          remove  a  dead-hand,   slow-hand,   or  similar
                          feature in the company's poison pill.
                 1.2   Elect Director Robert B. Carter ---
                       For
                 1.3   Elect Director Julius W. Erving ---
                       Withhold
                 1.4   Elect Director Donald E. Hess ---
                       Withhold
                 1.5   Elect Director George L. Jones ---
                       Withhold
                 1.6   Elect Director Stephen I. Sadove
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/25/04 - A     SEI Investment Company *SEIC*    784117103                          04/01/04             3,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Alfred P. West, Jr.
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsider  William M.
                          Doran  and  insider   Alfred  P.  West,  Jr.  We
                          recommend that shareholders  WITHHOLD votes from
                          Alfred P. West,  Jr. for  standing as an insider
                          on the  Compensation  Committee  and for failure
                          to   establish   an    independent    nominating
                          committee.  We also recommend that  shareholders
                          WITHHOLD   votes  from   William  M.  Doran  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation   Committee   and  for  failure  to
                          establish an independent nominating committee.
                 1.2   Elect Director William M. Doran ---
                       Withhold
                 1.3   Elect Director Howard D. Ross ---
                       For
                 1.4   Elect Director Thomas W. Smith ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Semtech Corp. *SMTC*             816850101                          04/23/04             2,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Glen M. Antle --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of insiders  John D. Poe and Jason L.
                          Carlson.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  John D. Poe and  Jason L.
                          Carlson for failure to establish an  independent
                          nominating committee.
                 1.2   Elect Director James P. Burra ---
                       For
                 1.3   Elect Director Jason L. Carlson ---
                       Withhold
                 1.4   Elect Director Rockell N. Hankin
                       --- For
                 1.5   Elect Director James T. Lindstrom
                       --- For
                 1.6   Elect Director John L. Piotrowski
                       --- For
                 1.7   Elect Director John D. Poe ---
                       Withhold
                 1.8   Elect Director James T. Schraith
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Sensient Technologies Corp.      81725T100                          03/01/04               122
                 *SXT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Plan
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Sequa Corp. *SQA.A*              817320104                          03/18/04               475
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Norman E. Alexander
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider  R.  Scott
                          Schafler.   We   recommend   that   shareholders
                          WITHHOLD   votes  from  R.  Scott  Schafler  for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation Committee.
                 1.2   Elect Director Edward E. Barr ---
                       For
                 1.3   Elect Director Alvin Dworman --- For
                 1.4   Elect Director David S. Gottesman
                       --- For
                 1.5   Elect Director Richard S. LeFrak
                       --- For
                 1.6   Elect Director John J. Quicke ---
                       For
                 1.7   Elect Director R. Scott Schafler
                       --- Withhold
                 1.8   Elect Director Michael I. Sovern
                       --- For
                 1.9   Elect Director Fred R. Sullivan ---
                       For
                 1.10  Elect Director Gerald Tsai, Jr. ---
                       For
                 1.11  Elect Director Martin Weinstein ---
                       For
                 2     Approve Restricted Stock Plan         For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Silicon Valley Bancshares        827064106                          02/24/04             1,200
                 *SIVB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Smith International, Inc.        832110100                          02/27/04             3,150
                 *SII*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James R. Gibbs ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Jerry W. Neely.  We recommend  that
                          shareholders  WITHHOLD votes from Jerry W. Neely
                          for  standing as an  affiliated  outsider on the
                          Audit and on the Compensation committees.
                 1.2   Elect Director Jerry W. Neely ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Sonoco Products Co. *SON*        835495102                          02/20/04             3,075
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director F.L.H. Coker --- For
                 1.2   Elect Director C.C. Fort --- For
                 1.3   Elect Director B.L.M. Kasriel ---
                       For
                 1.4   Elect Director J.H. Mullin, III ---
                       For
                 1.5   Elect Director T.E. Whiddon --- For
                 1.6   Elect Director J.M. Micali --- For
                 2     Seek Sale of Company/Assets           Against    Against                ShrHoldr
                          In our opinion,  there is no compelling evidence
                          that  the  drastic  measure   described  by  the
                          proponent is in shareholders' best interests.


05/07/04 - A     Sotheby's Holdings Inc. *BID*    835898107                          03/26/04             1,805
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Sovereign Bancorp, Inc. *SOV*    845905108                          03/01/04             8,980
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Andrew C. Hove, Jr.
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Andrew C.  Hove,  Jr. and
                          Daniel  K.  Rothermel  for  failing  to remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill.
                 1.2   Elect Director Daniel K. Rothermel
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Approve Stock Plan and Employee       For        Against                Mgmt
                       Stock Purchase Plan
                          In this  item,  we will base our  recommendation
                          on the  cost  of the  company's  Employee  Stock
                          Purchase Plan and the voting power  dilution and
                          shareholder   value   transfer   of   the   2004
                          Broad-Based  Incentive  Plan. In this case,  the
                          Employee   Stock   Purchase   Plan   meets   our
                          requirements  since 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   limitations   on
                          participation.  And, we also commend the company
                          for expressly  forbidding the repricing of stock
                          options  under  the 2004  Broad-Based  Incentive
                          Plan.  However,  the total cost of the company's
                          Broad-Based  Incentive  Plan of 5.57  percent is
                          above  the  allowable  cap for this  company  of
                          5.28  percent.  As  such,  we  recommend  a vote
                          AGAINST this bundled proposal.
                 5     Approve Bonus Plan                    For        Against                Mgmt
                          According  to the  company,  the  purpose of the
                          company's  Bonus  Deferral  Program  is to align
                          the  interests  of  the  top  management  of the
                          company  with  those of  shareholders.  Not only
                          the plan solely  focuses on the  enrichment of a
                          selected  group  of  top  executives,  but  also
                          there are no  performance  criteria  attached to
                          the generous  company's  matching  contribution.
                          We  are   concerned   with  the   self-enriching
                          feature of the  deferral  program.  As such,  we
                          recommend a vote AGAINST the proposal.


04/28/04 - A     SPX Corp. *SPW*                  784635104                          03/08/04             2,340
                 1     Elect Directors                       For        For                    Mgmt


05/03/04 - A     StanCorp Financial Group, Inc.   852891100                          02/25/04             1,000
                 *SFG*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jerome J. Meyer ---
                       For
                 1.2   Elect Director Ralph R. Peterson
                       --- For
                 1.3   Elect Director E. Kay Stepp --- For
                 1.4   Elect Director Michael G. Thorne
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Require Two Candidates for Each       Against    Against                ShrHoldr
                       Board Seat
                          The  process  of  finding  qualified   available
                          candidates is difficult  and costly.  Under this
                          proposal,   the  board   would  be  required  to
                          identify   twice  as  many   candidates   as  is
                          currently  necessary.   Those  candidates  would
                          then be asked to  compete  for the  position  on
                          the  basis of the  statements  they  submit  for
                          publication   in  the  proxy   materials.   Many
                          well-qualified  candidates  may refuse to submit
                          to such a process.  This  proposal  also creates
                          the  possibility  of  having  a  board  with  no
                          officers  of  the  company  as  members  or  two
                          officers  competing  for a slot.  It could  also
                          lead to a high  rate  of  turnover  among  board
                          members,   denying  the  company  continuity  of
                          strategic management.  The nominating body could
                          well have  considerable  difficulty  devising  a
                          slate of candidates  that would ensure a balance
                          of  skills   and   experience   on  the   board.
                          Directors  are  fiduciaries  who must act in the
                          best   interest   of   all   shareholders.   The
                          politicization  of the  board  election  process
                          does not assure more responsible  representation
                          of  shareholder  interests,  and it may  lead to
                          unwarranted   cost  and   influence  of  special
                          interests.  As such, we do not believe that this
                          proposal merits shareholder approval.


05/11/04 - A     Stericycle, Inc. *SRCL*          858912108                          03/15/04             1,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jack W. Schuler ---
                       For
                 1.2   Elect Director Mark C. Miller ---
                       For
                 1.3   Elect Director John P. Connaughton
                       --- For
                 1.4   Elect Director Rod F. Dammeyer ---
                       For
                 1.5   Elect Director Patrick F. Graham
                       --- For
                 1.6   Elect Director John Patience --- For
                 1.7   Elect Director Thomas R. Reusche
                       --- For
                 1.8   Elect Director Peter Vardy --- For
                 1.9   Elect Director L. John Wilkerson,
                       Ph.D. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Waste Incineration          Against    Against                ShrHoldr
                          In this case,  we note that the company does not
                          have a  formal  EHS  report;  however,  it  does
                          specifically   discuss   the   issue   of  waste
                          handling  and  disposal  in some  detail  on the
                          company's  website.  Moreover,  the  company has
                          taken   some   steps  in  the   development   of
                          alternative  methods of disposal  and  committed
                          to reducing the use of  incineration  as much as
                          possible  based on  applicable  regulations  and
                          the economic  viability these  alternatives.  We
                          believe  that these  factors are  indicative  of
                          the    company's    ongoing     evaluation    of
                          alternatives to incineration,  and demonstrate a
                          reasonable    approach   to   the    proponent's
                          concerns.  As such,  we do not believe  that the
                          requested report is necessary at this time.


05/20/04 - A     Storage Technology Corp. *STK*   862111200                          04/02/04             3,360
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/20/04 - A     Swift Transportation Co., Inc.   870756103                          04/09/04             2,550
                 *SWFT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Adopt Charter Language on Board       Against    Abstain                ShrHoldr
                       Diversity
                 5     Adopt Policy to Annually Submit       Against    For                    ShrHoldr
                       Selection of Independent Auditor


05/27/04 - A     Sybase, Inc. *SY*                871130100                          04/01/04             2,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Synopsys, Inc. *SNPS*            871607107                          04/07/04             4,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Aart J. de Geus ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception   of   independent   outsider   Sasson
                          Somekh. We recommend that shareholders  WITHHOLD
                          votes from Sasson Somekh for poor attendance.
                 1.2   Elect Director Andy D. Bryant ---
                       For
                 1.3   Elect Director Chi-Foon Chan --- For
                 1.4   Elect Director Bruce R. Chizen ---
                       For
                 1.5   Elect Director Deborah A. Coleman
                       --- For
                 1.6   Elect Director A. Richard Newton
                       --- For
                 1.7   Elect Director Sasson Somekh ---
                       Withhold
                 1.8   Elect Director Roy Vallee --- For
                 1.9   Elect Director Steven C. Walske ---
                       For
                 2     Amend Non-Employee Director Stock     For        Against                Mgmt
                       Option Plan
                          The total cost of the  company's  plans of 19.23
                          percent  is  above  the  allowable  cap for this
                          company of 12.60 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     TCF Financial Corp. *TCB*        872275102                          03/01/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Tech Data Corp. *TECD*           878237106                          04/12/04             1,845
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Eliminate Class of Preferred Stock    For        For                    Mgmt


04/30/04 - A     Teleflex Inc. *TFX*              879369106                          03/02/04             1,235
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Patricia C. Barron
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception   of   affiliated    outsider   Donald
                          Beckman.    We   recommend   that   shareholders
                          WITHHOLD  votes from Donald Beckman for standing
                          as an  affiliated  outsider on the  Compensation
                          Committee.
                 1.2   Elect Director Donald Beckman ---
                       Withhold
                 1.3   Elect Director James W. Zug --- For
                 2     Ratify Auditors                       For        For                    Mgmt


06/29/04 - A     Telephone and Data Systems,      879433100                          05/17/04             1,535
                 Inc. *TDS*
                 1     Declassify the Board of Directors     For        Against                Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/07/04 - A     The Brinks Company *BCO*         109696104                          03/15/04             1,705
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Retirement Plan                 For        For                    Mgmt


04/21/04 - A     The Colonial BancGroup, Inc.     195493309                          02/24/04             3,784
                 *CNB*
                 1     Elect Directors                       For        For                    Mgmt


05/04/04 - A     The Dun & Bradstreet Corp        26483E100                          03/11/04             2,200
                 *DNB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/17/04 - S     The J. M. Smucker Co. *SJM*      832696405                          05/03/04             1,595
                 1     Approve Merger Agreement              For        For                    Mgmt
                          Based on the fair  market  value,  the  fairness
                          opinion,  and the potential strategic synergies,
                          we  believe   the  merger   agreement   warrants
                          shareholder support.
                 2     Adjourn Meeting                       For        Against                Mgmt
                          In this case,  shareholders  already have enough
                          information to make their vote  decisions.  Once
                          their   votes  have  been  cast,   there  is  no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


04/26/04 - A     The Lubrizol Corp. *LZ*          549271104                          03/05/04             1,670
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     The PMI Group, Inc. *PMI*        69344M101                          04/01/04             2,870
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Deferred Compensation Plan    For        For                    Mgmt
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/20/04 - A     The Timberland Co. *TBL*         887100105                          03/24/04             1,100
                 1     Fix Number of and Elect Directors     For        For                    Mgmt
                 1.1   Fix Number of and Elect Director
                       Sidney W. Swartz --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider John E. Beard.
                          We recommend  that  shareholders  WITHHOLD votes
                          from   John  E.   Beard  for   standing   as  an
                          affiliated  outsider  on  the  Compensation  and
                          Nominating committees.
                 1     Elect Directors                       For        Split                  Mgmt
                 1.2   Elect Director Jeffrey B. Swartz
                       --- For
                 1.3   Elect Director John E. Beard ---
                       Withhold
                 1.4   Elect Director John F. Brennan ---
                       For
                 1.5   Elect Director Ian W. Diery --- For
                 1.6   Elect Director Irene M. Esteves ---
                       For
                 1.7   Elect Director John A. Fitzsimmons
                       --- For
                 1.8   Elect Director Virginia H. Kent ---
                       For
                 1.9   Elect Director Bill Shore --- For


04/12/04 - S     The Titan Corp. *TTN*            888266103                          02/09/04               100
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Adjourn Meeting                       For        Against                Mgmt


06/07/04 - S     The Titan Corp. *TTN*            888266103                          05/04/04             2,500
                 1     Approve Merger Agreement              For        For                    Mgmt


05/13/04 - A     The Washington Post Co. *WPO*    939640108                          03/15/04               290
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John L. Dotson, Jr.
                       --- For
                 1.2   Elect Director Ronald L. Olson ---
                       For
                 1.3   Elect Director Alice M. Rivlin ---
                       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.


05/03/04 - A     Tootsie Roll Industries, Inc.    890516107                          03/02/04               100
                 *TR*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Melvin J. Gordon ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  Ellen  R.  Gordon  and
                          Melvin   J.   Gordon.    We    recommend    that
                          shareholders   WITHHOLD   votes  from  Ellen  R.
                          Gordon  and  Melvin J.  Gordon  for  failure  to
                          establish an independent nominating committee.
                 1.2   Elect Director Ellen R. Gordon ---
                       Withhold
                 1.3   Elect Director Lana Jane
                       Lewis-Brent --- For
                 1.4   Elect Director Charles W. Seibert
                       --- For
                 1.5   Elect Director Richard P. Bergeman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Triad Hospitals, Inc. *TRI*      89579K109                          04/09/04             2,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/14/04 - A     TriQuint Semiconductor, Inc.     89674K103                          03/24/04             4,115
                 *TQNT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     United Dominion Realty Trust,    910197102                          03/01/04             3,900
                 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
                 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


05/20/04 - A     United Rentals, Inc. *URI*       911363109                          04/15/04             2,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Howard L. Clark, Jr.
                       --- For
                 1.2   Elect Director Bradley S. Jacobs
                       --- For
                 1.3   Elect Director John N. Milne --- For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Although  we  do  not  agree  with  all  of  the
                          proponent's    stringent    classifications   of
                          independent directors,  we believe this proposal
                          sends an important  message to management and is
                          in  shareholders'  best  interests.   While  the
                          company's   board  is   currently   a   majority
                          independent,  the board has a significant number
                          of  directors  who have  ties  with  management.
                          Furthermore   the   company   agrees   with  the
                          proponents'  basic  proposition  that the  board
                          should   be   comprised   of,   at  a   minimum,
                          two-thirds of independent  directors.  While the
                          company  has decreed  that any future  vacancies
                          would be  filled  by the  independent  directors
                          until  two-thirds of the board was  independent,
                          there is no specific  time table for the board's
                          policy.  In effect, it could be several years or
                          more before the board  reaches  this goal.  As a
                          result,  we believe that this proposal  warrants
                          shareholder support.
                 6     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.
                          Although  the  company  has  already  adopted  a
                          policy   requiring   shareholder   approval  for
                          severance  benefits for  executives to a maximum
                          of 2.99 times the sum of the executive's  annual
                          base salary at the time of termination  plus the
                          highest  annual  bonus paid to the  executive in
                          the   preceding   three  years,   the  company's
                          definition  of severance  agreements  may not be
                          as  rigorous  as the  provisions  under  the IRC
                          280G.  Specifically,  severance  benefit  should
                          not  exceed  2.99  times of the  "base  amount",
                          that  is,  the   individual's   average   annual
                          compensation  during the five tax years prior to
                          the change of control.  Although the company did
                          not  make  any  payments   under  the  severance
                          agreements  that the  proponent  mentioned,  the
                          company was  committed  to making such  payments
                          if a change in  control  were to occur.  We note
                          that the former  severance  benefits that are no
                          longer in effect were also more  lucrative  than
                          the  current  one  in  place.  We  believe  that
                          seeking shareholder  approval after the material
                          terms of the  contract  are  agreed  upon  would
                          give the board a  framework  to work  within and
                          prevent  "pay for  failure"  packages  that have
                          been  witnessed at some  companies.  As such, we
                          believe that this proposal warrants  shareholder
                          support.


05/05/04 - A     Unitrin, Inc. *UTR*              913275103                          03/15/04             2,015
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


05/19/04 - A     Universal Health Services,       913903100                          04/08/04             1,700
                 Inc. *UHS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Restricted Stock Plan           For        For                    Mgmt


05/11/04 - A     Valassis Communications, Inc.    918866104                          03/22/04             1,575
                 *VCI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Patrick F. Brennan
                       --- Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from Compensation  Committee members  Ambassador
                          Faith  Whittlesey,   Marcella  A.  Sampson,  and
                          Patrick  F.  Brennan  for  not  aligning   CEO's
                          compensation with shareholders interests.
                 1.2   Elect Director Kenneth V. Darish
                       --- For
                 1.3   Elect Director Seth Goldstein ---
                       For
                 1.4   Elect Director Barry P. Hoffman ---
                       For
                 1.5   Elect Director Walter H. Ku --- For
                 1.6   Elect Director Robert L. Recchia
                       --- For
                 1.7   Elect Director Marcella A. Sampson
                       --- Withhold
                 1.8   Elect Director Alan F. Schultz ---
                       For
                 1.9   Elect Director Faith Whittlesey ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Valero Energy Corp. *VLO*        91913Y100                          03/01/04             3,880
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


05/20/04 - A     Varco International, Inc.        922122106                          03/22/04             3,055
                 *VRC*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Greg L. Armstrong
                       --- For
                          This   ALERT    revises   our   original    vote
                          recommendation   of  a  FOR  vote  for  director
                          Richard  A.   Kertson.   He  is  an   affiliated
                          outsider on the company's  Audit  Committee.  We
                          now recommend a WITHHOLD vote for this director.
                 1.2   Elect Director George S. Dotson ---
                       For
                 1.3   Elect Director Richard A. Kertson
                       --- Withhold
                 1.4   Elect Director John F. Lauletta ---
                       For
                 1.5   Elect Director Eric L. Mattson ---
                       For
                 1.6   Elect Director L.E. Simmons --- For
                 1.7   Elect Director Jeffery A. Smisek
                       --- For
                 1.8   Elect Director Douglas E. Swanson
                       --- For
                 1.9   Elect Director James D. Woods ---
                       For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/10/04 - S     Varian Medical Systems Inc       92220P105                          04/12/04             2,200
                 *VAR*
                 1     Increase Authorized Common Stock      For        For                    Mgmt


05/11/04 - A     Viad Corp.                       92552R109                          03/12/04             2,615
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Reverse Stock Split           For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     VISX, Inc. *EYE*                 92844S105                          04/01/04             1,450
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     W. R. Berkley Corp. *BER*        084423102                          03/19/04             2,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Waddell & Reed Financial, Inc.   930059100                          03/03/04             2,600
                 *WDR*
                 1     Elect Directors                       For        For                    Mgmt


04/22/04 - A     Wausau-Mosinee Paper Corp        943315101                          02/19/04             1,820
                 *WMO*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt


04/22/04 - A     Webster Financial Corp. *WBS*    947890109                          02/27/04             1,470
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Werner Enterprises, Inc.         950755108                          03/22/04             2,575
                 *WERN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Board Diversity                       Against    Abstain                ShrHoldr


04/22/04 - A     Westamerica Bancorporation       957090103                          02/23/04             1,225
                 *WABC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Westar Energy, Inc. *WR*         95709T100                          03/26/04             2,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director B. Anthony Isaac ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider   John  C.
                          Nettels,  Jr.. We  recommend  that  shareholders
                          WITHHOLD  votes  from John C.  Nettels,  Jr. for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director Michael F. Morrissey
                       --- For
                 1.3   Elect Director John C. Nettels, Jr.
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Nomination Procedures for the   Against    Against                ShrHoldr
                       Board
                          The  responsibility  of selecting  candidates to
                          serve on the  board  rests  with  the  company's
                          Nominating and Corporate  Governance  Committee.
                          The committee  evaluates the  qualifications and
                          areas of  expertise  of  current  directors  and
                          identifies  areas  for  enhancement  to ensure a
                          balance  of  skills,  strengths,  and  diversity
                          among  the   directors.   The  company's   proxy
                          materials  state that the committee  establishes
                          criteria for  membership  on the board to ensure
                          members   have   the   appropriate   skills   to
                          contribute to the functioning of the board.  The
                          committee  considers  candidates  identified  by
                          outside directors,  candidates  identified by an
                          executive  search  firm  retained by the company
                          for that purpose,  and  candidates  suggested by
                          shareholders.           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 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:  (1)
                          the  SEC's  proposed  new  rule  regarding  open
                          access  and  (2)  the  fact  that  the   company
                          maintains a Nominating and Corporate  Governance
                          Committee,     which    considers     candidates
                          identified  by  outside  directors,   candidates
                          identified by an executive  search firm retained
                          by the company for that purpose,  and candidates
                          suggested  by  shareholders,  we do not  believe
                          this item warrants shareholder support.


05/07/04 - A     Western Gas Resources, Inc.      958259103                          03/26/04             1,026
                 *WGR*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James A. Senty ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsiders  Walter  L.
                          Stonehocker and Bill M. Sanderson.  We recommend
                          that shareholders  WITHHOLD votes from Walter L.
                          Stonehocker   for  standing  as  an   affiliated
                          outsider on the Audit  Committee and for failure
                          to establish a majority  independent  board.  We
                          also recommend that shareholders  WITHHOLD votes
                          from  Bill  M.  Sanderson  for  standing  as  an
                          affiliated  outsider on the Audit and Nominating
                          committees,  and  for  failure  to  establish  a
                          majority independent board.
                 1.2   Elect Director Dean Phillips --- For
                 1.3   Elect Director Bill M. Sanderson
                       --- Withhold
                 1.4   Elect Director Walter L.
                       Stonehocker --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Westwood One, Inc. *WON*         961815107                          04/13/04             3,060
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Williams-Sonoma, Inc. *WSM*      969904101                          03/29/04             3,570
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     Wilmington Trust Corp. *WL*      971807102                          03/08/04               989
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


06/09/04 - A     Wind River Systems, Inc.         973149107                          04/21/04             2,500
                 *WIND*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Wisconsin Energy Corp. *WEC*     976657106                          02/25/04             3,510
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt


05/13/04 - A     WPS Resources Corp. *WPS*        92931B106                          03/24/04             1,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     XTO ENERGY CORP *XTO*            98385X106                          03/31/04             7,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Phillip R. Kevil ---
                       Withhold
                          We recommend  that  shareholders  vote FOR Scott
                          G.  Sherman  but  WITHHOLD  votes  from  all the
                          other nominees.  We recommend that  shareholders
                          WITHHOLD votes from affiliated  outsider Phillip
                          R.  Kevil for  failure to  establish  a majority
                          independent   board  and  for   standing  as  an
                          affiliated    outsider    on   the   Audit   and
                          Compensation  committees  and Bob R. Simpson for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Scott G. Sherman ---
                       For
                 1.3   Elect Director Bob R. Simpson ---
                       Withhold
                 2     Increase Authorized Common Stock      For        For                    Mgmt


05/20/04 - A     York International Corp *YRK*    986670107                          03/24/04             1,220
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


06/03/04 - A     Zebra Technologies Corp.         989207105                          04/08/04             1,400
                 *ZBRA*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adopt Charter Language on Board       Against    Abstain                ShrHoldr
                       Diversity


                                              Vote Summary Report
                                          Jul 01, 2003 - Jun 30, 2004

THRIVENT PARTNER INTERNATIONAL STOCK FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

04/26/04 - A/S   Accor                            F00189120                          None                61,569
                       Ordinary Business
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Statutory Reports
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Special Auditors' Report      For        For                    Mgmt
                       Regarding Related-Party Transactions
                 4     Approve Allocation of Income and      For        For                    Mgmt
                       Dividends of EUR 1.575 per Share
                 5     Ratify Cooptation of Gabriele         For        Against                Mgmt
                       Galateri Di Genola as Supervisory
                       Board Member
                          In light of these  shortcomings,  and due to the
                          overall lack of  information  regarding  current
                          board    composition    and   board    committee
                          membership,  we  recommend  a vote  against  the
                          election  of the  candidates  proposed  at  this
                          meeting.
                 6     Elect Francis Mayer as Supervisory    For        Against                Mgmt
                       Board Member
                 7     Authorize Repurchase of Up to 18      For        For                    Mgmt
                       Million Shares
                       Special Business
                 8     Approve Reduction in Share Capital    For        For                    Mgmt
                       via Cancellation of Repurchased
                       Shares
                 9     Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 200 Million
                          The  potential  increase  of  33.46  percent  of
                          issued  capital over a period of 26 months is in
                          line with the  limit we  recommend  for  general
                          requests  to  issue   capital  with   preemptive
                          rights.
                 10    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 100 Million
                          The  potential  increase  of  16.73  percent  of
                          issued  capital over a period of 26 months is in
                          line with the  limit we  recommend  for  general
                          requests  to issue  capital  without  preemptive
                          rights.  Furthermore,  it  is  very  rare  for a
                          French  company to request an  issuance  without
                          preemptive  rights that is smaller  than the one
                          with   preemptive   rights.   This  is  a  clear
                          improvement  over  the  common  French  issuance
                          request.
                 11    Authorize Capitalization of           For        For                    Mgmt
                       Reserves of Up to EUR 200 Million
                       for Bonus Issue or Increase in Par
                       Value
                          Dilution  is  not  a  problem  when  capital  is
                          increased using any of these scenarios,  as this
                          would merely  transfer  wealth to  shareholders.
                          We see no reason to oppose this request.
                 12    Set Global Limit for Capital          For        For                    Mgmt
                       Increase to Result from All
                       Issuance Requests at EUR 300 Million
                 13    Approve Capital Increase Reserved     For        For                    Mgmt
                       for Employees Participating in
                       Savings-Related Share Purchase Plan
                 14    Authorize Filing of Required          For        For                    Mgmt
                       Documents/Other Formalities


05/04/04 - A/S   Accor                            F00189120                          None                61,569
                       Ordinary Business
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Statutory Reports
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Special Auditors' Report      For        For                    Mgmt
                       Regarding Related-Party Transactions
                 4     Approve Allocation of Income and      For        For                    Mgmt
                       Dividends of EUR 1.575 per Share
                 5     Ratify Cooptation of Gabriele         For        Against                Mgmt
                       Galateri Di Genola as Supervisory
                       Board Member
                 6     Elect Francis Mayer as Supervisory    For        Against                Mgmt
                       Board Member
                 7     Authorize Repurchase of Up to 18      For        For                    Mgmt
                       Million Shares
                       Special Business
                 8     Approve Reduction in Share Capital    For        For                    Mgmt
                       via Cancellation of Repurchased
                       Shares
                 9     Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 200 Million
                 10    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 100 Million
                 11    Authorize Capitalization of           For        For                    Mgmt
                       Reserves of Up to EUR 200 Million
                       for Bonus Issue or Increase in Par
                       Value
                 12    Set Global Limit for Capital          For        For                    Mgmt
                       Increase to Result from All
                       Issuance Requests at EUR 300 Million
                 13    Approve Capital Increase Reserved     For        For                    Mgmt
                       for Employees Participating in
                       Savings-Related Share Purchase Plan
                 14    Authorize Filing of Required          For        For                    Mgmt
                       Documents/Other Formalities


06/09/04 - A     Acerinox S.A.                    E0060D103                          None                 4,226
                 1     Approve Financial Statements,         For        For                    Mgmt
                       Allocation of Income, and
                       Distribution of Aggregate Dividend
                       of EUR 55.27 Million
                 2     Approve Discharge of Management;      For        For                    Mgmt
                       Approve Dividend Payments Made in
                       01-05-04 and 04-05-04
                 3     Approve KPMG Auditores S.L. as        For        For                    Mgmt
                       Auditors for Fiscal Year 2004
                 4     Authorize Share Repurchase Program    For        For                    Mgmt
                 5     Approve 4:1 Stock Split and Reduce    For        For                    Mgmt
                       Par Value of Shares to EUR 0.25
                       from EUR 1
                 6     Amend Articles 14 and 15 Re:          For        For                    Mgmt
                       Attendance, Presiding Committee,
                       Accords
                 7     Approve Distribution of EUR 0.08      For        For                    Mgmt
                       Per Share from Issuance Premium
                       Reserve
                 8     Amend Articles 5, 6, and 7 of         For        For                    Mgmt
                       General Meeting Guidelines Re:
                       Shareholder's Acces to Information,
                       Participation in the Meeting,
                       Shareholder Representation at the
                       Meeting
                 9     Elect Juan March and Susumu Komori    For        For                    Mgmt
                       to Management Board and Reelect
                       Jose Aguirre, Jose Guerediaga,
                       Oscar Fanjul, and Marcelino Oreja
                       for Four Year Terms to Management
                       Board
                 10    Authorize Board to Ratify and         For        For                    Mgmt
                       Execute Approved Resolutions
                 11    Designate Shareholders to Approve     For        For                    Mgmt
                       and Sign Minutes of Meeting


05/13/04 - A     Adidas-Salomon Ag                D0066B102                          None                    12
                 1     Receive Financial Statements and      None       None                   Mgmt
                       Statutory Reports
                 2     Approve Allocation of Income and      For        Against                Mgmt
                       Dividends of EUR 1.00 per Share
                          As     a     result     of      adidas-Solomon's
                          shareholder-unfriendly    policy    of    paying
                          persistently      low     dividends      without
                          justification,  ISS  recommends  a vote  against
                          the allocation of income proposal.
                 3     Approve Discharge of Management       For        For                    Mgmt
                       Board
                 4     Approve Discharge of Supervisory      For        For                    Mgmt
                       Board
                 5     Elect Henri Filho, Hans Friderichs,   For        For                    Mgmt
                       Manfred Gentz, Igor Landau, Willi
                       Schwerdtle, Christian Tourres, and
                       Stefan Jentzsch to the Supervisory
                       Board
                 6     Approve Creation of EUR 11.6          For        For                    Mgmt
                       Million Pool of Conditional Capital
                       with Preemptive Rights
                 7     Authorize Cancellation of 2001 AGM    For        For                    Mgmt
                       Issuance of Shares
                 8     Approve Issuance of Convertible       For        For                    Mgmt
                       Bonds and/or Bonds with Warrants
                       Attached up to Aggregate Nominal
                       Amount of EUR 500 Million with
                       Preemptive Rights; Approve Creation
                       of EUR 9.1 Million Pool of
                       Conditional Capital to Guarantee
                       Conversion Rights
                 9     Amend 1999 Stock Option Plan          For        For                    Mgmt
                 10    Authorize Share Repurchase Program    For        For                    Mgmt
                       and Reissuance of Repurchased Shares
                 11    Ratify KPMG Deutsche Treuhand         For        For                    Mgmt
                       Gesellschaft AG as Auditors


05/05/04 - A     Allianz AG (formerly Allianz     D03080112                          04/28/04             4,547
                 Holding AG)
                 1     Receive Financial Statements and      None       None                   Mgmt
                       Statutory Reports
                 2     Approve Allocation of Income and      For        For                    Mgmt
                       Dividends of EUR 1.50 per Share
                 3     Approve Discharge of Management       For        For                    Mgmt
                       Board
                 4     Approve Discharge of Supervisory      For        For                    Mgmt
                       Board
                 5     Approve Creation of EUR 450 Million   For        For                    Mgmt
                       Pool of Conditional Capital with
                       Preemptive Rights
                 6     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 7     Approve Issuance of Convertible       For        For                    Mgmt
                       Bonds and/or Bonds with Warrants
                       Attached up to Aggregate Nominal
                       Amount of EUR 10 Billion with
                       Preemptive Rights; Approve Creation
                       of EUR 250 Million Pool of
                       Conditional Capital to Guarantee
                       Conversion Rights
                 8     Authorize Repurchase of Issued        For        For                    Mgmt
                       Share Capital for Trading Purposes
                 9     Authorize Share Repurchase Program    For        For                    Mgmt
                       and Reissuance of Repurchased Shares
                 10    Approve Affiliation Agreements with   For        For                    Mgmt
                       Subsidiaries
                       (Jota-Vermoegensverwaltungsgesellschaft
                       mbH)


06/14/04 - A     Altadis S.A. (formerly           E0432C106                          None                55,275
                 Tabacalera, S.A.)
                 1     Approve Financial Statements,         For        For                    Mgmt
                       Allocation of Income and
                       Distribution of EUR 0.80 Per Share
                       Dividend, and Discharge Directors
                 2     Ratify Management Board               For        For                    Mgmt
                 3     Approve Auditors                      For        For                    Mgmt
                 4     Approve EUR 4.4 Million Reduction     For        For                    Mgmt
                       in Capital Via Cancellation of 7.3
                       Million Shares; Ammend Company's
                       By-Laws Accordingly
                 5     Authorize Share Repurchase Program    For        For                    Mgmt
                 6     Authorize Issuance of Bonds           For        For                    Mgmt
                 7     Amend Articles 22, 23, 25, and 28     For        For                    Mgmt
                       Re: Elimination of Shareholidng
                       Requirement to Attend Shareholder
                       Meetings, Remote Voting,
                       Elimination of Supermajority
                       Quorums and Vote Requirement for
                       Certain Proposals, Increase
                       Shareholders' Access to Information
                 8     Approve General Meeting Guidelines    For        For                    Mgmt
                 9     Authorize Board to Ratify and         For        For                    Mgmt
                       Execute Approved Resolutions


04/29/04 - A     Astrazeneca Plc (Formerly        G0593M107                          None                70,077
                 Zeneca Plc)
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Confirm First Interim Dividend of     For        For                    Mgmt
                       USD 0.255 Per Ordinary Share and
                       Confirm as the Final Dividend the
                       Second Interim Dividend of USD
                       0.540 Per Ordinary Share
                 3     Reappoint KPMG Audit Plc as           For        For                    Mgmt
                       Auditors of the Company
                 4     Authorise Board to Fix Remuneration   For        For                    Mgmt
                       of the Auditors
                 5a    Re-elect Percy Barnevik as Director   For        For                    Mgmt
                 5b    Re-elect Hakan Mogren as Director     For        For                    Mgmt
                 5c    Re-elect Sir Tom McKillop as          For        For                    Mgmt
                       Director
                 5d    Re-elect Jonathan Symonds as          For        For                    Mgmt
                       Director
                 5e    Re-elect Sir Peter Bonfield as        For        For                    Mgmt
                       Director
                 5f    Re-elect John Buchanan as Director    For        For                    Mgmt
                 5g    Re-elect Jane Henney as Director      For        For                    Mgmt
                 5h    Elect Michele Hooper as Director      For        For                    Mgmt
                 5i    Elect Joe Jimenez as Director         For        For                    Mgmt
                 5j    Re-elect Erna Moller as Director      For        For                    Mgmt
                 5k    Re-elect Dame Bridget Ogilvie as      For        For                    Mgmt
                       Director
                 5l    Elect Louis Schweitzer as Director    For        For                    Mgmt
                 5m    Re-elect Marcus Wallenberg as         For        For                    Mgmt
                       Director
                 6     Approve Remuneration Report           For        For                    Mgmt
                 7     Adopt New Articles of Association     For        For                    Mgmt
                 8     Authorise EU Political Donations up   For        For                    Mgmt
                       to Aggregate Nominal Amount of USD
                       150,000
                 9     Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of USD 140,456,500
                 10    Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of USD 21,068,745
                 11    Authorise up to 10 Percent of the     For        For                    Mgmt
                       Company's Issued Share Capital for
                       Market Purchase
                 12    Approve Increase in Remuneration of   For        For                    Mgmt
                       Non-Executive Directors from GBP
                       750,000 to GBP 1,100,000


07/18/03 - A     BAA plc                          G12924109                          None               188,423
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Remuneration Report           For        For                    Mgmt
                 3     Approve Final Dividend of 12.7        For        For                    Mgmt
                       Pence Per Share
                 4     Elect Janis Kong as Director          For        For                    Mgmt
                 5     Reelect Brian Collie as Director      For        For                    Mgmt
                 6     Reelect John Hoerner as Director      For        For                    Mgmt
                 7     Reelect Tony Ward as Director         For        For                    Mgmt
                 8     Approve PricewaterhouseCoopers LLP    For        For                    Mgmt
                       as Auditors and Authorize Board to
                       Fix Their Remuneration
                 9     Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Preemptive Rights up to Aggregate
                       Nominal Amount of GBP 230,000,000
                 10    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights up to Aggregate
                       Nominal Amount of GBP 53,489,000
                 11    Approve Increase in Remuneration of   For        For                    Mgmt
                       Non-executive Directors to GBP
                       450,000


05/05/04 - A     BAE Systems (frm.British         G06940103                          None               545,373
                 Aerospace Plc )
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Remuneration Report           For        For                    Mgmt
                 3     Approve Final Dividend of 5.5 Pence   For        For                    Mgmt
                       Per Ordinary Share
                 4     Re-elect Ulrich Cartellieri as        For        For                    Mgmt
                       Director
                 5     Re-elect Lord Hesketh as Director     For        For                    Mgmt
                 6     Re-elect Steven Mogford as Director   For        For                    Mgmt
                 7     Re-elect George Rose as Director      For        For                    Mgmt
                 8     Elect Michael Hartnall as Director    For        For                    Mgmt
                 9     Re-appoint KPMG Audit Plc as          For        For                    Mgmt
                       Auditors of the Company
                 10    Authorise Board to Fix Remuneration   For        For                    Mgmt
                       of the Auditors
                 11    Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of GBP 19,748,171
                 12    Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of GBP 3,825,091
                 13    Authorise 306,007,313 Ordinary        For        For                    Mgmt
                       Shares for Market Purchase
                 14    Amend Articles of Association Re:     For        For                    Mgmt
                       Treasury Shares


12/29/03 - S     Banca Intesa SPA (Formerly       T17074104                          None               958,223
                 IntesaBci Spa )
                       Ordinary Business
                 1     Fix Number of Directors on the        For        Against                Mgmt
                       Board; Elect Directors; Determine
                       Directors' Term and Remuneration


01/13/04 - S     Banca Intesa SPA (Formerly       T17074104                          None               958,223
                 IntesaBci Spa )
                       Ordinary Business
                 1     Fix Number of Directors on the        For        Against                Mgmt
                       Board; Elect Directors; Determine
                       Directors' Term and Remuneration


04/14/04 - A     Banca Intesa SPA (Formerly       T17074104                          04/09/04            47,912
                 IntesaBci Spa )
                       Annual Meeting Agenda
                 1     Approve Financial Statements,         For        For                    Mgmt
                       Statutory Reports, Allocation of
                       Income, and Distribution of
                       Reserves and/or Company Shares


04/15/04 - A     Banca Intesa SPA (Formerly       T17074104                          None                47,912
                 IntesaBci Spa )
                       Annual Meeting Agenda
                 1     Approve Financial Statements,         For        For                    Mgmt
                       Statutory Reports, Allocation of
                       Income, and Distribution of
                       Reserves and/or Company Shares


06/23/04 - S     Banca Intesa SPA (Formerly       T17074104                          06/18/04            50,249
                 IntesaBci Spa )
                       Special Meeting Agenda
                 1     Amend Articles To Reflect New         For        Against                Mgmt
                       Italian Company Law Regulations
                          The  proposed   amendments  aim  at  adopting  a
                          series of changes under one bundled  resolution.
                          ISS  prefers  viewing  amendments  presented  in
                          separate  resolutions since this would guarantee
                          a  better   opportunity   for   shareholders  to
                          express  their  position  with  respect  to each
                          amendment     proposed.              This     is
                          particularly  important  in cases  such as this,
                          where  ISS  would  like to  recommend  different
                          votes with respect to the  different  amendments
                          being  proposed.  Some  of  the  amendments  are
                          either  noncontentious  or  positive  in nature,
                          and ISS would  support such  changes  since they
                          would not jeopardize  shareholder value. Others,
                          alternatively,  cannot be supported by ISS since
                          they  propose  to  remove  important   oversight
                          mechanisms  from   shareholders.   Although  the
                          company  is  proposing   these   amendments   in
                          accordance  with  changes  to company  law,  the
                          actual  amendments  with  which ISS takes  issue
                          are  not,   in  fact,   required   by  the  law.
                                  Considering    that    the    amendments
                          herewith  presented are under a bundled item and
                          that  some of them  would  have  the  effect  of
                          limiting  rights  that  shareholders   would  be
                          entitled  to once the new  Italian  Company  Law
                          provisions would become effective,  we recommend
                          a vote against this resolution.


02/27/04 - A     Banco Bilbao Vizcaya             E11805103                          02/27/04           131,830
                 Argentaria
                 1     Approve Financial Statements,         For        For                    Mgmt
                       Allocation of Income and
                       Distribution of Dividend, and
                       Discharge Directors
                 2     Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with or
                       without Preemptive Rights
                 3     Authorize Issuance of Bonds up to     For        For                    Mgmt
                       Aggregate Nominal Amount of EUR
                       71.8 Billion
                 4     Amend Articles 24, 29, 31, 34, 35,    For        For                    Mgmt
                       37, 38, 45 Re: Attendance Rights,
                       Shareholder Information Rights,
                       Adoption of Agreements, Board
                       Election and Size, Board Member
                       Requirements, Board Vacancies,
                       Chairman and Secretary, Creation
                       and Composition of Board
                 5     Approve General Meeting Guidelines;   For        For                    Mgmt
                       Information Re: Board Guidelines
                 6     Approve Listing (or Delisting) of     For        For                    Mgmt
                       Shares on Secondary/Foreign
                       Exchanges
                 7     Authorize Repurchase of Shares and    For        For                    Mgmt
                       Subsequent Cancellation of
                       Repurshased Shares
                 8     Reelect Deloitte & Touche Espana,     For        For                    Mgmt
                       S.L. as Auditors
                 9     Elect Jose Antonio Fernandez Rivero   For        For                    Mgmt
                       and Carlos Loring as New Directors;
                       Reelect Directors
                 10    Approve Fund Transfer to Employee     For        For                    Mgmt
                       Retirement Fund
                 11    Authorize Board to Ratify and         For        For                    Mgmt
                       Execute Approved Resolutions


05/13/04 - A     Bayerische Motoren Werke Ag      D12096109                          None                 2,003
                 (Bmw)
                 1     Receive Financial Statements and      None       None                   Mgmt
                       Statutory Reports
                 2     Approve Allocation of Income and      For        For                    Mgmt
                       Dividends of EUR 0.58 per Common
                       Share and EUR 0.60 per Preference
                       Share
                 3     Approve Discharge of Management       For        For                    Mgmt
                       Board
                 4     Approve Discharge of Supervisory      For        For                    Mgmt
                       Board
                 5     Ratify KPMG Deutsche                  For        For                    Mgmt
                       Treuhand-Gesellschaft AG as Auditors
                 6     Elect Volker Doppelfeld, Franz        For        For                    Mgmt
                       Haniel, Arthur Kelly, Susanne
                       Klatten, Hubert Markl, Wolfgang
                       Mayrhuber, Joachim Milberg, Stefan
                       Quandt, Juergen Strube, and
                       Hans-Dietrich Winkhaus to the
                       Supervisory Board


11/13/03 - A     BHP Billiton Limited (Formerly   Q1498M100                          11/11/03           346,355
                 BHP Ltd.)
                 1     Accept Financial Statements for BHP   For        For                    Mgmt
                       Billiton Ltd and Statutory Reports
                       for the Year Ended June 30, 2003
                 2     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports for BHP Billiton
                       Plc for the Year Ended June 30, 2003
                 3     Elect D C Brink as Director of BHP    For        For                    Mgmt
                       Billiton Ltd
                 4     Elect D C Brink as Director of BHP    For        For                    Mgmt
                       Billiton Plc
                 5     Elect M A Chaney as Director of BHP   For        For                    Mgmt
                       Billiton Ltd
                 6     Elect M A Chaney as Director of BHP   For        For                    Mgmt
                       Billiton Plc
                 7     Elect Lord Renwick of Clifton as      For        For                    Mgmt
                       Director of BHP Billiton Ltd
                 8     Elect Lord Renwick of Clifton as      For        For                    Mgmt
                       Director of BHP Billitoon Plc as
                       Director
                 9     Elect M Salamon as Director of BHP    For        For                    Mgmt
                       Billiton Ltd
                 10    Elect M Salamon as Director of BHP    For        For                    Mgmt
                       Billiton Plc
                 11    Elect J G Buchanan as Director of     For        For                    Mgmt
                       BHP Billiton Ltd
                 12    Elect J G Buchanan as Director of     For        For                    Mgmt
                       BHP Billiton Plc
                 13    Approve KPMG Audit Plc and            For        For                    Mgmt
                       PricewaterhouseCoopers LLP as
                       Auditors and Authorize Board to Fix
                       Their Remuneration
                 14    Approve Authority to Allot Shares     For        For                    Mgmt
                       in BHP Billiton Plc
                 15    Approve Renewal of Authority to       For        For                    Mgmt
                       Allot Equity Securities for Cash
                 16    Authorize Share Repurchase Program    For        For                    Mgmt
                 17    Approve Remuneration Report for the   For        For                    Mgmt
                       Year Ended June 30, 2003
                          The   total   cost   of  the   company's   plans
                          calculated in this year is 1.567 percent,  which
                          is within the  allowable cap for this company of
                          6.84  percent.   Therefore,  we  recommend  that
                          shareholders support this resolution.
                 18    Approve the Grant of Deferred         For        For                    Mgmt
                       Shares, Options and Performance
                       Shares to Executive Director and
                       Chief Executive Officer, C W
                       Goodyear Under the BHP Billiton
                       Limited Group Incentive Scheme
                 19    Approve the Grant of Deferred         For        For                    Mgmt
                       Shares, Options and Performance
                       Shares to Executive Director and
                       Senior Minerals Executive, M
                       Salamon Under the BHP Billiton Plc
                       Group Incentive Scheme


11/12/03 - A     Bluescope Steel Ltd (formerly    Q1498R109                          11/10/03                 1
                 BHP STEEL LTD)
                 1     Accept Financial Statements and       None       None                   Mgmt
                       Statutory Reports for the Year
                       Ended June 30, 2003
                 2a    Elect H K McCann as Director          For        For                    Mgmt
                 2b    Elect P Rizzo as Director             For        For                    Mgmt
                 2c    Elect Y P Tan as Director             For        For                    Mgmt
                 3     Change Company Name to BlueScope      For        For                    Mgmt
                       Steel Limited
                 4     Approve Participation by Kirby        For        For                    Mgmt
                       Adams, Managing Director and Chief
                       Executive Officer in the Employee
                       Share Purchase Plan
                 5     Approve Grant of Share Rights to      For        For                    Mgmt
                       Managing Director and Chief
                       Executive Officer, Kirby Adams,
                       Under the Long Term Incentive Plan
                 6     Approve Non-Executive Director        For        For                    Mgmt
                       Share Plan


04/22/04 - A/S   Bouygues SA                      F11487125                          None                 2,366
                       Ordinary Business
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Discharge Directors
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Allocation of Income and      For        For                    Mgmt
                       Dividends of EUR 0.75 per Share
                 4     Approve Special Auditors' Report      For        For                    Mgmt
                       Regarding Related-Party Transactions
                 5     Ratify Cooptation of Charles de       For        For                    Mgmt
                       Croisset as Director
                 6     Ratify Cooptation of Thierry          For        For                    Mgmt
                       Jourdaine as Director
                 7     Reelect Charles de Croisset as        For        For                    Mgmt
                       Director
                 8     Reelect Yves Gabriel as Director      For        For                    Mgmt
                 9     Reelect Financiere Pinault as         For        For                    Mgmt
                       Director
                 10    Elect Alain Pouyat as Director        For        For                    Mgmt
                 11    Reappoint Mazars & Guerard as         For        For                    Mgmt
                       Auditors
                 12    Reappoint Thierry Colin as            For        For                    Mgmt
                       Alternate Auditor
                 13    Authorize Issuance of                 For        For                    Mgmt
                       Bonds/Debentures in the Aggregate
                       Value of up to EUR 4 Billion
                 14    Authorize Repurchase of Up to Ten     For        For                    Mgmt
                       Percent of Issued Capital
                       Special Business
                 15    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 150 Million
                          The potential  capital  increase  (35.85 percent
                          over currently  issued  capital) is in line with
                          the  limits  prescribed  by our  guidelines  for
                          issuances with preemptive rights.
                 16    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 150 Million
                          We  believe   that   shareholders   should  have
                          preemptive  rights for large stock  issues,  but
                          also that companies  should have the flexibility
                          to   transact   ordinary   business   (to   fund
                          compensation  plans, for example) without having
                          to  incur  the  extra   expense   of   providing
                          preemptive   rights  for  small   issuances.   A
                          potential  capital  increase of 35.85 percent of
                          issued  capital per 26 months  falls  within the
                          limit  recommended by our guidelines for general
                          requests  to issue  capital  without  preemptive
                          rights.
                 17    Allow Board to Use All Outstanding    For        Against                Mgmt
                       Capital Authorizations in the Event
                       of a Public Tender Offer or Share
                       Exchange Offer
                          ISS   opposes   all   forms   of    antitakeover
                          mechanisms,  as they limit  shareholder value by
                          eliminating  the takeover or control premium for
                          the   company.   As  owners   of  the   company,
                          shareholders  should be given the opportunity to
                          decide on the merits of takeover offers.
                 18    Approve Capital Increase Reserved     For        Against                Mgmt
                       for Employees Participating in
                       Savings-Related Share Purchase Plan
                 19    Approve Reduction in Share Capital    For        For                    Mgmt
                       via Cancellation of Repurchased
                       Shares
                 20    Approve Stock Option Plan Grants      For        Against                Mgmt
                          The  plan  does  not  contain   several  of  the
                          elements  that we  favor  in a  standard  French
                          executive  stock option plan.  ISS would like to
                          see a Remuneration  Committee  comprised  solely
                          of independent directors making  recommendations
                          on stock option  grants.  Furthermore,  the plan
                          provides for  excessive  discretion to the board
                          to   determine   the  total   number  of  shares
                          reserved for the  company's  stock option plans.
                          Our guidelines  provide that shares reserved for
                          all  share   options  plans  may  not  exceed  5
                          percent  of  company's   issued  share  capital.
                          Finally,  we believe that options for management
                          should   be  used  as   incentive   and  not  as
                          alternate  forms  of  compensation,  and thus we
                          disapprove   of   options   being   granted   to
                          management at a discount.  For these reasons and
                          because  we  believe  that  options  granted  to
                          management  should serve  solely as  incentives,
                          we do not recommend  supporting this plan, which
                          provides for option  grants to  management  at a
                          discount of up to 5 percent.
                 21    Amend Articles to Reflect 2003        For        For                    Mgmt
                       Financial Security Legislation Re:
                       Responsibilities of the Chairman
                          We see no reason to oppose these changes.
                 22    Amend Articles to Reflect 2003        For        For                    Mgmt
                       Financial Security Legislation Re:
                       Access to Company Information
                          The  legislation  now  foresees  that all  board
                          members  are ensured  full  access to  necessary
                          information.  This is a positive change,  and we
                          thus recommend a vote in favor of this request.
                 23    Authorize Filing of Required          For        For                    Mgmt
                       Documents/Other Formalities


03/30/04 - A     Bridgestone Corp.                J04578126                          12/31/03             9,000
                 1     Approve Allocation of Income,         For        For                    Mgmt
                       Including the Following Dividends:
                       Interim JY 8, Final JY 8, Special
                       JY 0
                 2     Authorize Share Repurchase Program    For        For                    Mgmt
                          The   limits   on  the  plan  are   within   our
                          guidelines, and this is a routine request.
                 3     Amend Articles to: Authorize Share    For        For                    Mgmt
                       Repurchases at Board's Discretion
                 4     Elect Director                        For        For                    Mgmt
                 5.1   Appoint Internal Statutory Auditor    For        Against                Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their   affiliates,   the  first   nominee   for
                          independent   auditor   cannot  be  expected  to
                          fulfill the role of  independent  monitor of the
                          company's    activities   on   behalf   of   all
                          shareholders.
                 5.2   Appoint Internal Statutory Auditor    For        For                    Mgmt
                 6     Approve Retirement Bonuses for        For        Against                Mgmt
                       Director and Statutory Auditor
                          As we believe  the  payment  of such  bonuses to
                          non-executives   is   a   highly   inappropriate
                          practice anywhere,  not just in Japan, we see no
                          alternative but to recommend  opposing the whole
                          item.
                 7     Approve Executive Stock Option Plan   For        For                    Mgmt


03/30/04 - A     Canon Inc.                       J05124144                          12/31/03            32,000
                 1     Approve Allocation of Income,         For        For                    Mgmt
                       Including the Following Dividends:
                       Interim JY 15, Final JY 35, Special
                       JY 0
                 2     Amend Articles to: Authorize Share    For        For                    Mgmt
                       Repurchases at Board's Discretion
                 3     Elect Directors                       For        For                    Mgmt
                 4.1   Appoint Internal Statutory Auditor    For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  the nominee for  independent
                          auditor  (Candidate  3)  cannot be  expected  to
                          fulfill the role of  independent  monitor of the
                          company's    activities   on   behalf   of   all
                          shareholders.
                 4.2   Appoint Internal Statutory Auditor    For        For                    Mgmt
                 4.3   Appoint Internal Statutory Auditor    For        Against                Mgmt
                 5     Appoint Additional External Auditor   For        For                    Mgmt
                 6     Approve Retirement Bonuses for        For        For                    Mgmt
                       Directors and Statutory Auditors
                 7     Approve Adjustment to Aggregate       For        For                    Mgmt
                       Compensation Ceiling for Directors
                       and Statutory Auditors


04/19/04 - A/S   Carrefour S.A.                   F13923119                          None                 2,289
                       Annual Meeting Agenda
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Discharge Directors
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Acquisition of Societe        For        For                    Mgmt
                       Financiere Labruyere Eberle and
                       Issuance of 6.46 Million Shares in
                       Connection with Acquisition
                          This  proposal  merely  represents  an  internal
                          restructuring that should increase  transparency
                          of Carrefour's shareholding structure.  Based on
                          this reason and given the  acceptable  dilution,
                          we recommend a vote in favor of this request.
                 4     Approve Allocation of Income and      For        For                    Mgmt
                       Net Dividends of EUR 0.74 per Share
                 5     Amend Articles of Association to      For        For                    Mgmt
                       Reduce Terms of Board Members from
                       Six Years to Four Years
                 6     Ratify Cooptation of Luc Vandevelde   For        For                    Mgmt
                       as Director
                 7     Reelect Daniel Bernard as Director    For        For                    Mgmt
                 8     Reelect Carlos March as Director      For        For                    Mgmt
                 9     Reelect Jacques Badin as Director     For        For                    Mgmt
                 10    Reelect Francois Henrot as Director   For        For                    Mgmt
                 11    Reelect Christian Blanc as Director   For        For                    Mgmt
                 12    Elect Jose-Luis Leal-Maldonado as     For        For                    Mgmt
                       Director
                 13    Authorize Repurchase of Up to         For        For                    Mgmt
                       71,614,230 Shares
                 14    Approve Reduction in Share Capital    For        For                    Mgmt
                       via Cancellation of Repurchased
                       Shares
                 15    Approve Stock Option Plan Grants      For        Against                Mgmt
                          Due to the  absence  of the annual  report,  the
                          total   number  of  shares   reserved   for  the
                          company's   stock  option  plans  has  not  been
                          disclosed.   Furthermore,   contrary  to  market
                          practice,   the  company  did  not  provide  the
                          number of shares that may be issued  pursuant to
                          this request.  Finally,  we believe that options
                          for management  should be used as incentives and
                          not as  alternate  forms  of  compensation,  and
                          thus we  disapprove  of options being granted to
                          management  at a  discount.  Due to the  lack of
                          information  and because we believe that options
                          granted to  management  should  serve  solely as
                          incentives,  we do not recommend supporting this
                          plan,   which  provides  for  option  grants  to
                          management at a discount of up to 20 percent.
                 16    Amend Articles of Association Re:     For        For                    Mgmt
                       Board Representation, Auditor
                       Participation at Board Meetings,
                       and Use of Electronic Media at
                       Shareholder Meetings


04/27/04 - A/S   Carrefour S.A.                   F13923119                          None                 2,289
                       Annual Meeting Agenda
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Discharge Directors
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Acquisition of Societe        For        For                    Mgmt
                       Financiere Labruyere Eberle and
                       Issuance of 6.46 Million Shares in
                       Connection with Acquisition
                 4     Approve Allocation of Income and      For        For                    Mgmt
                       Net Dividends of EUR 0.74 per Share
                 5     Amend Articles of Association to      For        For                    Mgmt
                       Reduce Terms of Board Members from
                       Six Years to Four Years
                 6     Ratify Cooptation of Luc Vandevelde   For        For                    Mgmt
                       as Director
                 7     Reelect Daniel Bernard as Director    For        For                    Mgmt
                 8     Reelect Carlos March as Director      For        For                    Mgmt
                 9     Reelect Jacques Badin as Director     For        For                    Mgmt
                 10    Reelect Francois Henrot as Director   For        For                    Mgmt
                 11    Reelect Christian Blanc as Director   For        For                    Mgmt
                 12    Elect Jose-Luis Leal-Maldonado as     For        For                    Mgmt
                       Director
                 13    Authorize Repurchase of Up to         For        For                    Mgmt
                       71,614,230 Shares
                 14    Approve Reduction in Share Capital    For        For                    Mgmt
                       via Cancellation of Repurchased
                       Shares
                 15    Approve Stock Option Plan Grants      For        Against                Mgmt
                 16    Amend Articles of Association Re:     For        For                    Mgmt
                       Board Representation, Auditor
                       Participation at Board Meetings,
                       and Use of Electronic Media at
                       Shareholder Meetings


04/30/04 - A     Credit Suisse Group (Formerly    H3698D419                          None               138,782
                 Cs Holding)
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Discharge of Board and        For        For                    Mgmt
                       Senior Management
                 3.1   Approve Allocation of Income and      For        For                    Mgmt
                       Omission of Dividends
                 3.2   Approve CHF 597.5 Million Reduction   For        For                    Mgmt
                       in Share Capital via Reduction in
                       Par Value and Repayment to
                       Shareholders
                 4     Elect Directors                       For        For                    Mgmt
                 4.2   Reelect KPMG Klynveld Peat Marwick    For        For                    Mgmt
                       Goerdeler SA as Auditors
                 4.3   Reelect BDO Sofirom as Special        For        For                    Mgmt
                       Auditors
                 5.1   Amend Articles Re: Submission of      For        For                    Mgmt
                       Shareholder Proposals
                 5.2   Amend Articles Re: Delete             For        For                    Mgmt
                       Provisions Concerning Contributions
                       In Kind


03/12/04 - A     Daewoo Shipbuilding & Marine     Y1916Y117                          12/31/03            41,020
                 Engineering Co.
                 1     Approve Appropriation of Income and   For        For                    Mgmt
                       Dividends of KRW 350 Per Share
                 2     Amend Articles of Incorporation Re:   For        For                    Mgmt
                       Additional Business Objectives,
                       Written Exercise of Voting Rights
                 3     Elect Directors                       For        For                    Mgmt
                 4     Elect Member of Audit Committee       For        For                    Mgmt
                 5     Approve Limit on Remuneration of      For        For                    Mgmt
                       Directors


06/29/04 - A     Daiwa House Industry Co. Ltd.    J11508124                          03/31/04           116,000
                 1     Approve Allocation of Income,         For        For                    Mgmt
                       Including the Following Dividends:
                       Interim JY 0, Final JY 15, Special
                       JY 0
                 2     Amend Articles to: Authorize Share    For        Against                Mgmt
                       Repurchases at Board's Discretion
                          In  this  case,   the  company   does  not  have
                          especially   large   shareholdings  by  domestic
                          banks  or   insurance   companies,   and  so  is
                          unlikely  to be subject to  significant  selling
                          pressure as those financial  institutions reduce
                          their  corporate  shareholdings.   ISS  sees  no
                          reason why the company  cannot seek  shareholder
                          approval  for a  repurchase  framework  at  each
                          year's AGM, giving  shareholders  the ability to
                          evaluate  the  company's  plans before the fact.
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  we recommend  that
                          shareholders oppose this resolution.
                 3     Elect Directors                       For        For                    Mgmt
                 4     Approve Retirement Bonuses for        For        For                    Mgmt
                       Directors


04/30/04 - A     DBS Group Holdings Ltd.          Y20246107                          None               201,000
                 (Formerly Development Bank of
                 Singapore)
                 1     Adopt Financial Statements and        For        For                    Mgmt
                       Directors' and Auditors' Reports
                 2a    Declare Final Dividend of SGD 0.16    For        For                    Mgmt
                       Per Ordinary Share
                 2b    Declare Final Dividend of SGD 0.16    For        For                    Mgmt
                       Per Non-Voting Convertible
                       Preference Share
                 2c    Declare Final Dividend of SGD 0.16    For        For                    Mgmt
                       Per Non-Voting Redeemable
                       Convertible Preference Share
                 3     Approve Directors' Fees of SGD        For        For                    Mgmt
                       647,851 for the Year Ended Dec. 31,
                       2003
                 4     Reappoint Ernst & Young as Auditors   For        For                    Mgmt
                       and Authorize Board to Fix Their
                       Remuneration
                 5a    Reelect S. Dhanabalan as Director     For        For                    Mgmt
                 5b    Reelect Bernard Chen Tien Lap as      For        For                    Mgmt
                       Director
                 5c    Reelect Fock Siew Wah as Director     For        For                    Mgmt
                 5d    Reelect Kwa Chong Seng as Director    For        For                    Mgmt
                 5e    Reelect Narayana Murthy as Director   For        For                    Mgmt
                 5f    Reelect Frank Wong Kwong Shing as     For        For                    Mgmt
                       Director
                 5g    Reappoint Thean Lip Ping as Director  For        For                    Mgmt
                 6a    Approve Issuance of Shares and        For        Against                Mgmt
                       Grant of Options Pursuant to the
                       Share Option Plan
                          In this case,  the maximum  combined size of the
                          company's  share  plans is 15  percent of issued
                          capital, which exceeds our guidelines.  Although
                          we support  the grant of shares and options as a
                          way  of  encouraging  eligible  participants  to
                          focus  on  ways to  improve  a  company's  share
                          price,    we   believe    that   these    plans,
                          collectively,  represent an excessive  degree of
                          dilution to ordinary shareholders.
                 6b    Approve Issuance of Shares and        For        Against                Mgmt
                       Grant of Options Pursuant to the
                       Performance Share Plan
                 6c    Approve Issuance of Shares without    For        For                    Mgmt
                       Preemptive Rights


04/30/04 - S     DBS Group Holdings Ltd.          Y20246107                          None               201,000
                 (Formerly Development Bank of
                 Singapore)
                 1     Amend Articles of Association         For        For                    Mgmt
                 2     Approve Issuance of Shares without    For        For                    Mgmt
                       Preemptive Rights
                 3     Authorize Share Repurchase Program    For        For                    Mgmt


06/24/04 - A     Denso Corp.                      J12075107                          03/31/04           125,900
                 1     Approve Allocation of Income,         For        For                    Mgmt
                       Including the Following Dividends:
                       Interim JY 11, Final JY 13, Special
                       JY 0
                          Accroding to the  company,  the payout ratio for
                          the year is approximately 25 percent.
                 2     Authorize Share Repurchase Program    For        For                    Mgmt
                          The limits on the plan  (just  over one  percent
                          of  issued  capital,  at  a  maximum  of  JY  25
                          billion) are within our guidelines,  and this is
                          a routine request.
                 3     Amend Articles to: Expand Business    For        For                    Mgmt
                       Lines - Reduce Board Size - Reduce
                       Directors Term in Office -
                       Authorize Share Repurchases at
                       Board's Discretion
                          Because we would be  unlikely  to oppose a share
                          buyback    proposal    per   se,   and   because
                          shareholders  will  benefit  from  reducing  the
                          size of the board and  subjecting  directors  to
                          annual  election,  we have no compelling  reason
                          to  oppose  this   amendment  to  the  company's
                          articles.
                 4     Elect Directors                       For        For                    Mgmt
                 5     Approve Executive Stock Option Plan   For        For                    Mgmt
                          This  plan  features  premium  pricing,  maximum
                          dilution  of less than one  percent,  and option
                          grants   made   only   to   employees,    senior
                          executives,  and  directors  of the  company and
                          directors  of  its  subsidiaries.   We  have  no
                          reason to oppose this resolution.
                 6     Amend Stock Option Plans Approved     For        For                    Mgmt
                       at Last Four AGMs
                          The company's  option plans allow  recipients to
                          exercise  their options  within six months after
                          their retirement from the company.  The proposed
                          amendments  would  clarify that  recipients  who
                          retire   from  their  post  as   directors   and
                          immediately  become senior  executives,  or vice
                          versa,  are not  counted  as  retiring  from the
                          company.  We  have  to  reason  to  oppose  this
                          resolution.
                 7     Approve Retirement Bonuses for        For        For                    Mgmt
                       Directors
                          The 19  retiring  directors  are  all  life-long
                          employees   of   Denso,   who   held   executive
                          positions  in the past.  Accordingly,  we do not
                          oppose this item.  The  directors  are  stepping
                          down  from  the  board  in  connection  with the
                          company's   adoption  of  a  "managing  officer"
                          system  and  the  reduction  in the  size of its
                          board of directors.


05/19/04 - A     Deutsche Boerse AG               D1882G119                          05/12/04               704
                 1     Receive Financial Statements and      None       None                   Mgmt
                       Statutory Reports
                 2     Approve Allocation of Income and      For        For                    Mgmt
                       Dividends of EUR 0.55 per Share
                 3     Approve Discharge of Management       For        For                    Mgmt
                       Board
                 4     Approve Discharge of Supervisory      For        For                    Mgmt
                       Board
                 5     Elect Peter Levene and Alessandro     For        For                    Mgmt
                       Profuma to the Supervisory Board
                 6     Authorize Share Repurchase Program    For        For                    Mgmt
                       and Reissuance of Repurchased Shares
                 7     Approve Affiliation Agreements with   For        For                    Mgmt
                       Subsidiaries (Deutsche Boerse IT
                       Holding GmbH)
                 8     Ratify KPMG Deutsche                  For        For                    Mgmt
                       Treuhand-Gesellschaft AG as Auditors


03/31/04 - A     Edp-Electricidade De Portugal    X67925119                          None               311,219
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Allocation of Income          For        For                    Mgmt
                 4     Approve Discharge of Management and   For        For                    Mgmt
                       Supervisory Boards
                 5     Authorize Repurchase of Shares        For        For                    Mgmt
                 6     Authorize Bond Repurchase;            For        For                    Mgmt
                       Reissuance of Repurchased Bonds
                 7     Amend Articles Re: Meeting Notice     For        For                    Mgmt
                       Period


05/25/04 - A/S   Eni Spa                          T3643A145                          05/20/04           220,900
                       Ordinary Business
                 1     Accept Financial Statements,          For        For                    Mgmt
                       Consolidated Accounts, and
                       Statutory Reports
                 2     Approve Allocation of Income          For        For                    Mgmt
                 3     Authorize Share Repurchase Program    For        For                    Mgmt
                 4     Elect External Auditors for the       For        For                    Mgmt
                       Three-Year Term 2004-2006 and Fix
                       Remuneration of Auditors
                 5     Amend Article 2 of the Set of Rules   For        For                    Mgmt
                       Governing General Meetings of Eni
                       Spa
                 6     Approve Remuneration of Directors     For        For                    Mgmt
                       Special Business
                 1     Amend Articles To Reflect New         For        Against                Mgmt
                       Italian Company Law Regulations
                          The  proposed   amendments  aim  at  adopting  a
                          series of changes under one bundled  resolution.
                          ISS  prefers  viewing  amendments  presented  in
                          separate  resolutions since this would guarantee
                          a  better   opportunity   for   shareholders  to
                          express  their  position  with  respect  to each
                          amendment  proposed.         In   this  specific
                          case,  some  of  the  proposed   amendments  are
                          non-contentious,  and  ISS  would  support  such
                          changes   since   they   would  not   jeopardize
                          shareholder  value or rights.  Others  (Articles
                          11 and 23)  cannot  be  supported  by ISS  since
                          they  would  limit  rights   already   owned  by
                          shareholders  and introduce  negative  corporate
                          governance practices.  Thus, we recommend a vote
                          against                the                entire
                          resolution.        Considering      that     the
                          amendments   herewith   presented  are  under  a
                          bundled  item and that some of them  would  have
                          the effect of limiting rights that  shareholders
                          would  be  entitled  to  once  the  new  Italian
                          Company Law provisions  would become  effective,
                          we recommend a vote against this resolution.
                 2     Amend Articles 17, 19, and 28 of      For        For                    Mgmt
                       the Company's Bylaws


05/08/04 - A     Fiat Spa                         T4210N122                          05/03/04             9,692
                       Ordinary Business
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Director                      For        For                    Mgmt
                       Indemnification/Liability Provisions
                       Special Business
                 3     Amend Articles To Reflect: New        For        Against                Mgmt
                       Italian Company Law Regulations;
                       Reduction of Minimum Stake
                       Requirements to Present Lists for
                       the Election of Internal Statutory
                       Auditors; Savings and Privilege
                       Shares' Special Reserves
                          The  proposed   amendments  aim  at  adopting  a
                          series of changes under one bundled  resolution.
                          ISS  prefers  viewing  amendments  presented  in
                          separate  resolutions since this would guarantee
                          a  better   opportunity   for   shareholders  to
                          express  their  position  with  respect  to each
                          amendment  proposed.          In  this  specific
                          case,  some  of  the  proposed   amendments  are
                          non-contentious,  and  ISS  would  support  such
                          changes   since   they   would  not   jeopardize
                          shareholder  value or rights.  Others  cannot be
                          supported  by ISS since they would limit  rights
                          already  owned  by  shareholders  and  introduce
                          negative corporate governance  practices.  Thus,
                          we   recommend   a  vote   against   the  entire
                          resolution.        Considering      that     the
                          amendments   herewith   presented  are  under  a
                          bundled  item and that some of them  would  have
                          the effect of limiting rights that  shareholders
                          would  be  entitled  to  once  the  new  Italian
                          Company Law provisions  would become  effective,
                          we recommend a vote against this resolution.


10/06/03 - S     France Telecom SA                F4113C103                          None                72,270
                       Ordinary Business
                 1     Amend Terms of Share Repurchase       For        For                    Mgmt
                       Plan Submitted to Shareholder Vote
                       at May 27, 2003, AGM/EGM
                       Special Business
                 2     Authorize Board to Issue Up to 100    For        For                    Mgmt
                       Million Shares to Participants of
                       Orange's Stock Option Plan, Share
                       Purchase Plan, Orange Senior
                       Discretionary Share Plan and
                       Restricted Share Plan, As Well As
                       Signatories of France Telecom
                       Liquidity Agreement
                 3     Approve Capital Increase Reserved     For        For                    Mgmt
                       for Employees Participating in
                       Savings-Related Share Purchase Plan
                 4     Authorize Filing of Required          For        For                    Mgmt
                       Documents/Other Formalities


04/09/04 - A/S   France Telecom SA                F4113C103                          None                 2,968
                       Ordinary Business
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Discharge Directors for Fiscal Year
                       Ended Dec. 2003
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                       for Fiscal Year Ended Dec. 2003
                 3     Approve Treatment of Losses and       For        For                    Mgmt
                       Dividends of EUR 0.25 per Share
                 4     Approve Special Auditors' Report      For        For                    Mgmt
                       Regarding Related-Party Transactions
                 5     Authorize Repurchase of Up to Ten     For        For                    Mgmt
                       Percent of Issued Share Capital
                       Special Business
                 6     Fix Issue Price of Previous           For        For                    Mgmt
                       Authority to Issue Equity or
                       Equity-Linked Securities without
                       Preemptive Rights Submitted to
                       Shareholder Vote at Feb. 25, 2003
                       EGM to Increase Capital by up to
                       EUR 30 Billion
                 7     Amend Article 1, 2, and 7 to          For        For                    Mgmt
                       Reflect 2003 Legislative Changes,
                       Postal Service and
                       Telecommunication Code, and
                       European Parliament Directives
                          ISS   disapproves   in   principle  of  bundling
                          together  proposals  that could be  presented as
                          separate    voting   items    because    bundled
                          resolutions    leave    shareholders   with   an
                          all-or-nothing     choice,     skewing     power
                          disproportionately  towards  the  board and away
                          from  shareholders.   However,   the  amendments
                          proposed  under  this  Item  are to  enable  the
                          future  privatization  of  the  company,  and as
                          such we recommend to vote for this request.
                 8     Amend Articles to Reflect 2003        For        For                    Mgmt
                       Legislative Changes; Remove French
                       Government Obligation to Retain
                       Majority Stake in Company and Amend
                       Articles with Respect to Board
                       Composition
                 9     Amend Articles to Reflect Potential   For        For                    Mgmt
                       Change in Control with Respect to
                       Powers of Chairman and Management
                          Although we  disapprove in principle of bundling
                          together  proposals  that could be  presented as
                          separate    voting   items    because    bundled
                          resolutions    leave    shareholders   with   an
                          all-or-nothing     choice,     skewing     power
                          disproportionately  towards  the  board and away
                          from  shareholders,  in this  specific  case the
                          amendments  are introduced in preparation of the
                          future   privatization  of  France  Telecom.  As
                          such, we recommend to vote for this request.
                 10    Amend Articles of Association to      For        For                    Mgmt
                       Introduce Liquidation Provision
                 11    Authorize Board to Issue Up to 30     For        For                    Mgmt
                       Million Shares to Participants of
                       Wanadoo Stock Option Plan in
                       Connection with France Telecom
                       Liquidity Agreement
                 12    Approve Capital Increase Reserved     For        Against                Mgmt
                       for Employees Participating in
                       Savings-Related Share Purchase Plan
                 13    Authorize Filing of Required          For        For                    Mgmt
                       Documents/Other Formalities


04/29/04 - A     Heineken Nv                      N39427195                          None                23,482
                 1     Open Meeting                          None       None                   Mgmt
                 2     Approve Financial Statements and      For        For                    Mgmt
                       Statutory Reports
                 3     Approve Allocation of Income          For        Against                Mgmt
                          We recommend  voting  against the  allocation of
                          income   proposal   based   on   the   long-term
                          shareholder-unfriendly policy of the company.
                 4     Approve Discharge of Management       For        For                    Mgmt
                       Board
                 5     Approve Discharge of Supervisory      For        For                    Mgmt
                       Board
                 6     Approve Lowering in Par Value from    For        For                    Mgmt
                       EUR 2 to EUR 1.60 via a 5:4 (Five
                       New Shares for Every Four Currently
                       Held) Stock Split
                 7     Amend Articles Re: 5:4 Stock Split;   For        For                    Mgmt
                       Editorial Changes
                 8     Elect Supervisory Board Member        Split      Split                  Mgmt
                 8.1   Elect A. Risseeuwto Supervisory
                       Board --- For
                 8.2   Elect R. Overgaauw to Supervisory
                       Board --- Against
                          In ISS's opinion,  the candidate presented under
                          Item 8.1  possesses  better  qualifications  for
                          board membership.  On this basis, we recommend a
                          vote against Item 8.2.
                 9     Elect Directors                       Split      Split                  Mgmt
                 9.1   Elect K. Bueche to Management Board
                       --- For
                 9.2   Elect J. Buijs to Management Board
                       --- Against
                          Based   on   the   information   provided,   the
                          candidate  presented  under  Item 9.1  possesses
                          better  qualifications for board membership.  On
                          this basis,  we  recommend a vote  against  Item
                          9.2.
                 10    Discussion about Company's            None       None                   Mgmt
                       Corporate Governance Report


05/28/04 - A     HSBC Holdings Plc                G4634U169                          None               171,215
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2a    Re-elect Lord Butler as Director      For        For                    Mgmt
                 2b    Re-elect Baroness Lydia Dunn as       For        For                    Mgmt
                       Director
                 2c    Elect Rona Fairhead as Director       For        For                    Mgmt
                 2d    Re-elect William Fung as Director     For        For                    Mgmt
                 2e    Elect Michael Geoghegan as Director   For        For                    Mgmt
                 2f    Re-elect Sharon Hintze as Director    For        For                    Mgmt
                 2g    Re-elect John Kemp-Welch as Director  For        For                    Mgmt
                 2h    Re-elect Sir Mark Moody-Stuart as     For        For                    Mgmt
                       Director
                 2i    Re-elect Helmut Sohmen as Director    For        For                    Mgmt
                 3     Re-appoint KPMG Audit Plc as          For        For                    Mgmt
                       Auditors and Authorise Board to Fix
                       Remuneration of Auditors
                 4     Approve Remuneration Report           For        For                    Mgmt
                 5     Authorise 1,099,900,000 Ordinary      For        For                    Mgmt
                       Shares for Market Purchase
                 6     Auth. Issuance of Non-Cumulative      For        For                    Mgmt
                       Pref. Shares with Pre-emptive
                       Rights up to Aggregate Nominal
                       Amount of GBP 100,000, USD 100,000
                       and EUR 100,000; and Auth. Issuance
                       of Ord. Shares with Pre-emptive
                       Rights up to Aggregate Nominal
                       Amount of USD 1,099,900,000
                 7     Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of USD 274,975,000
                 8     Approve Increase in Remuneration of   For        For                    Mgmt
                       Non-Executive Directors from GBP
                       35,000 to GBP 55,000 Per Annum


03/12/04 - A     Hyundai Motor Co.                Y38472109                          12/31/03            19,870
                 1     Approve Appropriation of Income and   For        For                    Mgmt
                       Dividends of KRW 1000 Per Share
                 2     Amend Articles of Incorporation       For        For                    Mgmt
                 3     Elect Directors                       For        For                    Mgmt
                 4     Elect Member of Audit Committee       For        For                    Mgmt
                 5     Approve Limit on Remuneration of      For        For                    Mgmt
                       Directors


04/02/04 - A     Iberdrola S.A.                   E6164R104                          None                38,358
                 1     Approve Financial Statements,         For        For                    Mgmt
                       Allocation of Income and Dividends,
                       and Discharge Directors
                 2     Adopt New Articles of Association     For        For                    Mgmt
                 3     Approve General Meeting Guidelines;   For        For                    Mgmt
                       Information on Board Guidelines
                 4     Approve Merger by Absorption of       For        For                    Mgmt
                       Subsidiaries Iberdrola Gas S.A. and
                       Star 21 Networks Espana, S.A.
                 5     Authorize Issuance of Convertible     For        For                    Mgmt
                       Bonds and/or Warrants without
                       Preemptive Rights with a Maximum
                       Limit of EUR 1 Billion
                 6     Authorize Issuance of Convertible     For        For                    Mgmt
                       Bonds and/or Warrants with
                       Preemptive Rights with a Maximum
                       Limit of EUR 1 Billion
                 7     Authorize Issuance of                 For        For                    Mgmt
                       Bonds/Debentures up to Aggregate
                       Nominal Amount of EUR 1.2 Billion,
                       or EUR 1.5 Billion in the Case of
                       Debentures
                 8     Authorize Repurchase of Shares and    For        For                    Mgmt
                       Reduce Capital Via Cancellation of
                       Repurchased Shares
                 9     Approve Listing of Shares on          For        For                    Mgmt
                       Secondary Exchanges in Spain or
                       Overseas
                 10    Approve Creation of Foundations       For        For                    Mgmt
                 11    Approve Auditors                      For        For                    Mgmt
                 12    Ratify Appointment of Directors       For        For                    Mgmt
                 13    Authorize Board to Ratify and         For        For                    Mgmt
                       Execute Approved Resolutions


02/03/04 - A     Imperial Tobacco Group Plc       G4721W102                          None               143,868
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Remuneration Report           For        For                    Mgmt
                 3     Approve Final Dividend of 30 Pence    For        For                    Mgmt
                       Per Share
                 4     Reelect Sipko Huismans as Director    For        For                    Mgmt
                 5     Reelect Iain Napier as Director       For        For                    Mgmt
                 6     Elect David Cresswell as Director     For        For                    Mgmt
                 7     Elect Frank Rogerson as Director      For        For                    Mgmt
                 8     Elect Bruce Davidson as Director      For        For                    Mgmt
                 9     Elect David Thursfield as Director    For        For                    Mgmt
                 10    Approve PricewaterhouseCoopers LLP    For        For                    Mgmt
                       as Auditors and Authorize Board to
                       Fix Their Remuneration
                 11    Amend Articles of Association Re:     For        For                    Mgmt
                       Maximum Number of Directors
                 12.1  Authorize the Company to Make EU      For        For                    Mgmt
                       Political Donations up to GBP
                       100,000
                 12.2  Authorize Imperial Tobacco Ltd. to    For        For                    Mgmt
                       Make EU Political Donations up to
                       GBP 100,000
                 12.3  Authorize Imperial Tobacco            For        For                    Mgmt
                       International Ltd. to Make EU
                       Political Donations up to GBP
                       100,000
                 12.4  Authorize Van Nelle Tabak Nederland   For        For                    Mgmt
                       B.V. to Make EU Political Donations
                       up to GBP 100,000
                 12.5  Authorize John Player and Sons Ltd.   For        For                    Mgmt
                       to Make EU Political Donations up
                       to GBP 100,000
                 12.6  Authorize Reemtsma                    For        For                    Mgmt
                       Cigarettenfabriken GmbH to Make EU
                       Political Donations up to GBP
                       100,000
                 12.7  Authorize Compagnie Independante      For        For                    Mgmt
                       des Tabacs S.A. to Make EU
                       Political Donations up to GBP
                       100,000
                 13    Authorize the Board to Grant          For        For                    Mgmt
                       Options to Employees Resident in
                       France Under the Imperial Tobacco
                       Group International Sharesave Plan
                       for a Further 38 Months
                 14    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Preemptive Rights up to Aggregate
                       Nominal Amount of GBP 24,300,000
                 15    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights up to Aggregate
                       Nominal Amount of GBP 3,645,000
                 16    Authorize 72,900,000 Shares for       For        For                    Mgmt
                       Share Repurchase Program


06/01/04 - A     INTERCONTINENTAL HOTELS GROUP    G4803W103                          None               123,327
                 PLC
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Remuneration Report           For        For                    Mgmt
                          Notwithstanding   the   issues   raised  in  our
                          analysis,  we are  recommending a vote in favour
                          of the  remuneration  report.  We are,  however,
                          drawing  particular  attention  to  the  overall
                          size of  awards  under the  long-term  incentive
                          schemes and the lack of  performance  conditions
                          attached to awards of matching  shares under the
                          short-term incentive scheme.
                 3     Approve Final Dividend of 9.45        For        For                    Mgmt
                       Pence Per IHG PLC Share
                 4a    Elect Richard Hartman as Director     For        For                    Mgmt
                 4b    Elect Ralph Kugler as Director        For        For                    Mgmt
                 4c    Elect Robert Larson as Director       For        For                    Mgmt
                 4d    Elect Richard North as Director       For        For                    Mgmt
                 4e    Elect Stevan Porter as Director       For        For                    Mgmt
                 4f    Elect David Prosser as Director       For        For                    Mgmt
                 4g    Elect Richard Solomons as Director    For        For                    Mgmt
                 4h    Elect Sir Howard Stringer as          For        For                    Mgmt
                       Director
                 4i    Elect David Webster as Director       For        For                    Mgmt
                 5     Re-appoint Ernst and Young LLP as     For        For                    Mgmt
                       Auditors of the Company
                 6     Authorise Board to Fix Remuneration   For        For                    Mgmt
                       of the Auditors
                 7     Approve Increase in Remuneration of   For        For                    Mgmt
                       Non-Executive Directors from GBP
                       550,000 to GBP 750,000
                 8     Authorise EU Political Donations up   For        For                    Mgmt
                       to Aggregate Nominal Amount of GBP
                       100,000
                 9     Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of GBP 235,529,677
                 10    Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of GBP 35,329,451
                 11    Authorise 105,917,695 Ordinary        For        For                    Mgmt
                       Shares for Market Purchase


07/04/03 - S     Kingfisher Plc                   G5256E359                          None               700,256
                 1     Approve Demerger of Kingfisher        For        For                    Mgmt
                       Plc's Electrical Business to Kesa
                       Electricals Plc By Way of Dividend
                       in Specie
                 2     Approve Capital Reorganization        For        For                    Mgmt
                 3     Approve Kesa Group Sharesave Scheme   For        For                    Mgmt
                       and Kesa Group International
                       Sharesave Plan and Authorize
                       Directors to Modify and Establish
                       Such Plans
                 4     Approve Kesa Group Demerger Award     For        For                    Mgmt
                       Plan and Authorize Directors to
                       Modify and Establish Such Plans
                 5     Approve Kesa Group Incentive          For        For                    Mgmt
                       Compensation Plan and Authorize
                       Directors to Modify and Establish
                       Such Plans
                 6     Approve Kesa Group Employee Benefit   For        For                    Mgmt
                       Trust and Authorize Directors to
                       Modify and Establish Such Plans


06/03/04 - A     Kingfisher Plc                   G5256E441                          None                82,579
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Remuneration Report           For        For                    Mgmt
                 3     Approve Final Dividend of 6.15        For        For                    Mgmt
                       Pence Per Ordinary Share
                 4     Elect Duncan Tatton-Brown as          For        For                    Mgmt
                       Director
                 5     Re-elect Sir Francis Mackay as        For        For                    Mgmt
                       Director
                 6     Re-elect Michael Hepher as Director   For        For                    Mgmt
                 7     Re-elect Margaret Salmon as Director  For        For                    Mgmt
                 8     Re-appoint PricewaterhouseCoopers     For        For                    Mgmt
                       LLP as Auditors and Authorise Board
                       to Fix Remuneration of Auditors
                 9     Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of GBP 108,526,099
                 10    Approve Scrip Dividend                For        For                    Mgmt
                 11    Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Pre-emptive Rights up to a Nominal
                       Value of 5 Percent of the Issued
                       Share Capital of the Company
                 12    Authorise 233,210,664 Ordinary        For        For                    Mgmt
                       Shares for Market Purchase


04/29/04 - S     L'Oreal                          F58149133                          None                 1,087
                       Special Business
                 1     Remove Double-Voting Rights for       For        For                    Mgmt
                       Long-Term Registered Shareholders,
                       Pending Approval of Item 3
                 2     Amend Articles of Association to      For        For                    Mgmt
                       Allow Registered Shareholders to
                       Register Holdings in Their Name by
                       the Day of the Meeting, Pending
                       Approval of Item 3
                          While    we    would    like    to    see    all
                          shareholders--not         just        registered
                          shareholders--benefit  from this change, this is
                          a positive  amendment,  and as such we recommend
                          a vote in favor of this proposal.
                 3     Approve Merger by Absorption of       For        For                    Mgmt
                       Gesparal; Approve Dissolution of
                       Gesparal without Liquidation
                 4     Approve Reduction in Share Capital    For        For                    Mgmt
                       via Cancellation of L'Oreal Shares
                       Held by Gesparal
                 5     Authorize Filing of Required          For        For                    Mgmt
                       Documents/Other Formalities


04/29/04 - A     L'Oreal                          F58149133                          None                 1,087
                       Ordinary Business
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Discharge Directors
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Allocation of Income and      For        For                    Mgmt
                       Dividends of EUR 1.10 per Share
                 4     Approve Special Auditors' Report      For        For                    Mgmt
                       Regarding Related-Party Transactions
                 5     Reelect Rainer E. Gut as Director     For        Against                Mgmt
                          Because  the  company  did  not   disclose   any
                          information  regarding the new nominee,  Bernard
                          Kasriel,   ISS  is  unable  to  include  details
                          regarding  this nominee's  affiliation  with the
                          company, shareownership,  or any board committee
                          membership.  Based on these  considerations,  we
                          recommend   shareholders   a  vote  against  the
                          appointment  of  Bernard  Kasriel.  Furthermore,
                          given   Rainer  E.  Gut's   membership   on  the
                          company's Remuneration  Committee,  we recommend
                          a vote against his reelection at this meeting.
                 6     Elect Bernard Kasriel as Director     For        Against                Mgmt
                 7     Approve Remuneration of Directors     For        For                    Mgmt
                       in the Aggregate Amount of EUR 1
                       Million
                 8     Appoint PricewaterhouseCoopers        For        For                    Mgmt
                       Audit as Auditors and Yves Nicolas
                       as Deputy Auditor
                 9     Appoint Deloitte Touche Tohmatsu      For        For                    Mgmt
                       Audit as Auditors and Jean-Paul
                       Picard as Deputy Auditor
                 10    Authorize Repurchase of Up to Ten     For        For                    Mgmt
                       Percent of Issued Share Capital
                 11    Authorize Filing of Required          For        For                    Mgmt
                       Documents/Other Formalities


05/11/04 - A     Lafarge                          F54432111                          None                 1,006
                       Annual Meeting Agenda
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Statutory Reports
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Allocation of Income,         For        For                    Mgmt
                       Dividends of EUR 3.45 per Share,
                       and Stock Dividend Program
                 4     Approve Special Auditors' Report      For        For                    Mgmt
                       Regarding Related-Party Transactions
                 5     Ratify Cooptation of Juan Gallardo    For        For                    Mgmt
                       as Director
                 6     Reelect Jean Keller as Director       For        For                    Mgmt
                 7     Authorize Repurchase of Up to Ten     For        For                    Mgmt
                       Percent of Issued Share Capital and
                       Reissunace of Repurchased Shares
                 8     Authorize Filing of Required          For        For                    Mgmt
                       Documents/Other Formalities


05/25/04 - A     Lafarge                          F54432111                          None                 1,006
                       Annual Meeting Agenda
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Statutory Reports
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Allocation of Income,         For        For                    Mgmt
                       Dividends of EUR 3.45 per Share,
                       and Stock Dividend Program
                 4     Approve Special Auditors' Report      For        For                    Mgmt
                       Regarding Related-Party Transactions
                 5     Ratify Cooptation of Juan Gallardo    For        For                    Mgmt
                       as Director
                 6     Reelect Jean Keller as Director       For        For                    Mgmt
                 7     Authorize Repurchase of Up to Ten     For        For                    Mgmt
                       Percent of Issued Share Capital and
                       Reissunace of Repurchased Shares
                 8     Authorize Filing of Required          For        For                    Mgmt
                       Documents/Other Formalities


04/30/04 - A/S   Lagardere S.C.A.                 F5485U100                          None                13,850
                       Ordinary Business
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Discharge Directors
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Allocation of Income and      For        For                    Mgmt
                       Dividends of EUR 1.35 per Share
                 4     Approve Special Auditors' Report      For        For                    Mgmt
                       Regarding Related-Party Transactions
                 5     Authorize Repurchase of Up to Ten     For        For                    Mgmt
                       Percent of Issued Share Capital
                 6     Reelect Raymond H. Levy as            For        For                    Mgmt
                       Supervisory Board Member
                          Because  the  company  did  not   disclose   any
                          information regarding the new nominees,  Bernard
                          Arnaud,   Hubert  Burda,   Rene  Carron,   Henri
                          Proglia,  and Francois  Roussely  (Items 16-20),
                          ISS  is  unable  to  include  details  regarding
                          these  nominees'  affiliation  with the company,
                          share   ownership,   or  any   board   committee
                          membership.  Based on these  considerations,  we
                          recommend  that  shareholders  not support their
                          election at this meeting.
                 7     Reelect Pehr G. Gyllenhammar as       For        For                    Mgmt
                       Supervisory Board Member
                 8     Reelect Pierre Lescure as             For        For                    Mgmt
                       Supervisory Board Member
                 9     Reelect Didier Pineau-Valencienne     For        For                    Mgmt
                       as Supervisory Board Member
                 10    Reelect Felix G. Rohatyn as           For        For                    Mgmt
                       Supervisory Board Member
                 11    Reelect Groupama S.A. as              For        For                    Mgmt
                       Supervisory Board Member
                 12    Reelect Manfred Bischoff as           For        For                    Mgmt
                       Supervisory Board Member
                 13    Reelect George Chaudron de Courcel    For        For                    Mgmt
                       as Supervisory Board Member
                 14    Reelect Christian Marbach as          For        For                    Mgmt
                       Supervisory Board Member
                 15    Reelect Bernard Mirat as              For        For                    Mgmt
                       Supervisory Board Member
                 16    Elect Bernard Arnaud as Supervisory   For        Against                Mgmt
                       Board Member
                 17    Elect Dr. Hubert Burda as             For        Against                Mgmt
                       Supervisory Board Member
                 18    Elect Rene Carron as Supervisory      For        Against                Mgmt
                       Board Member
                 19    Elect Henri Proglio as Supervisory    For        Against                Mgmt
                       Board Member
                 20    Elect Francois Roussely as            For        Against                Mgmt
                       Supervisory Board Member
                 21    Appoint Bernard Esambert as Censor    For        For                    Mgmt
                          We approve of the  presence  of censors  because
                          they serve as a further check on management.
                 22    Approve Remuneration of Directors     For        For                    Mgmt
                       in the Aggregate Amount of EUR
                       600,000
                 23    Authorize Issuance of                 For        For                    Mgmt
                       Bonds/Debentures in the Aggregate
                       Nominal Value of EUR 3 Billion
                       Special Business
                 24    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 300 Million
                          The  potential  capital  increase  (35.2 percent
                          over currently  issued  capital) is in line with
                          the  limits  prescribed  by our  guidelines  for
                          issuances with preemptive rights.
                 25    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 300 Million
                          The  potential   increase  of  35.2  percent  of
                          issued capital without  preemptive rights over a
                          period  of 26  months  is in line with the limit
                          we  recommend  for  general  requests  to  issue
                          capital without preemptive rights.
                 26    Authorize Capital Increase of Up to   For        For                    Mgmt
                       EUR 300 Million for Future Exchange
                       Offers
                          Given the  acceptable  level of dilution  over a
                          period of 26 months,  we recommend  shareholders
                          to vote in favor of Item 26.
                 27    Authorize Capitalization of           For        For                    Mgmt
                       Reserves of Up to EUR 300 Million
                       for Bonus Issue or Increase in Par
                       Value
                          Dilution  is  not  a  problem  when  capital  is
                          increased using any of these scenarios,  as this
                          would merely  transfer  wealth to  shareholders.
                          We see no reason to oppose this request.
                 28    Set Global Limit for Capital          For        For                    Mgmt
                       Increase to Result from Issuance
                       Requests Pursuant to Items 24, 25
                       and 26 at EUR 300 Million
                 29    Allow Board to Issue Shares in the    For        Against                Mgmt
                       Event of a Public Tender Offer or
                       Share Exchange Offer
                          ISS   opposes   all   forms   of    antitakeover
                          mechanisms,  as they limit  shareholder value by
                          eliminating  the takeover or control premium for
                          the   company.   As  owners   of  the   company,
                          shareholders  should be given the opportunity to
                          decide on the merits of takeover offers.
                 30    Approve Capital Increase Reserved     For        For                    Mgmt
                       for Employees Participating in
                       Savings-Related Share Purchase Plan
                 31    Approve Stock Option Plan Grants      For        Against                Mgmt
                          The  plan  does  not  contain  some  of the  key
                          elements  that we  favor  in a  standard  French
                          executive  stock option  plan.  The total number
                          of  shares  reserved  for  the  company's  stock
                          option  plans,  10.2 percent of issued  capital,
                          exceeds  our  recommended  guidelines  for  both
                          growth-oriented   and  mature   companies.   Our
                          guidelines  provide that shares reserved for all
                          share  options  plans may not  exceed  between 5
                          and  10  percent  of   company's   issued  share
                          capital.  Finally,  we believe  that options for
                          management  should be used as incentives and not
                          as alternate forms of compensation,  and thus we
                          disapprove   of   options   being   granted   to
                          management  at  a  discount.          Given  the
                          excessive  dilution  and because we believe that
                          options  granted  to  management   should  serve
                          solely  as  incentives,   we  do  not  recommend
                          supporting this plan,  which provides for option
                          grants to  management  at a discount of up to 20
                          percent.
                 32    Amend Articles of Association to      For        Against                Mgmt
                       Reflect 2003 Legal Changes to
                       French Commercial Code Re:
                       Related-Party Transactions
                          ISS  does  not  support  the new  definition  of
                          related-party transactions.  We believe that the
                          5-percent  shareholding  threshold  is  adequate
                          and   provides   for   better    disclosure   to
                          shareholders  on   related-party   transactions.
                          Furthermore,  given that French issuers  already
                          have  to   comply   with   stricter   disclosure
                          requirements  at this time,  we see no reason to
                          support  a  more  liberal   definition  of  this
                          provision.
                 33    Authorize Filing of Required          For        For                    Mgmt
                       Documents/Other Formalities


10/11/03 - A     Malayan Banking Berhad           Y54671105                          None               149,000
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports for the Financial
                       Year Ended June 30, 2003
                 2     Approve Final Dividend of MYR0.17     For        For                    Mgmt
                       Per Share Less 28 Percent Income
                       Tax for the Financial Year Ended
                       June 30, 2003
                 3     Elect Amirsham A Aziz as Director     For        For                    Mgmt
                 4     Elect Mohammad bin Abdullah as        For        For                    Mgmt
                       Director
                 5     Elect Richard Ho Ung Hun as Director  For        For                    Mgmt
                 6     Elect Muhammad Alias bin Raja Muhd.   For        For                    Mgmt
                       Ali as Director
                 7     Approve Remuneration of Directors     For        For                    Mgmt
                       in the Amount of MYR757,000 in
                       Respect of the Financial Year Ended
                       June 30, 2003
                 8     Approve Ernst & Young as Auditors     For        For                    Mgmt
                       and Authorize Board to Fix Their
                       Remuneration
                 9     Approve Issuance of Equity or         For        For                    Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights in Any Amount Up
                       to Ten Percent of Issued Share
                       Capital


07/16/03 - A     Marks & Spencer Group PLC        G5824M107                          None               249,079
                 (formerly Marks & Spencer Plc)
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Remuneration Report           For        For                    Mgmt
                 3     Approve Final Dividend of 6.5 Pence   For        For                    Mgmt
                       Per Share
                 4     Elect Justin King as Director         For        For                    Mgmt
                 5     Elect Vittorio Radice as Director     For        For                    Mgmt
                 6     Reelect Roger Holmes as Director      For        For                    Mgmt
                 7     Reelect Jack Keenan as Director       For        For                    Mgmt
                 8     Reelect Laurel Power-Freeling as      For        For                    Mgmt
                       Director
                 9     Approve PricewaterhouseCoopers LLP    For        For                    Mgmt
                       as Auditors and Authorize Board to
                       Fix Their Remuneration
                 10    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Preemptive Rights up to Aggregate
                       Nominal Amount of GBP 189,208,626
                 11    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights up to Aggregate
                       Nominal Amount of GBP 28,381,293
                 12    Authorize 227 Million Ordinary        For        For                    Mgmt
                       Shares for Share Repurchase Program


06/29/04 - A     Matsushita Electric Industrial   J41121104                          03/31/04           466,000
                 Co. Ltd.
                 1     Approve Allocation of Income,         For        For                    Mgmt
                       Including the Following Dividends:
                       Interim JY 6.25, Final JY 6.25,
                       Special JY 1.5
                 2     Amend Articles to: Amend Business     For        For                    Mgmt
                       Lines - Authorize Share Repurchases
                       at Board's Discretion
                 3     Elect Directors                       For        For                    Mgmt
                 3.1   Elect Director --- For
                 3.2   Elect Director --- For
                 3.3   Elect Director --- For
                 3.4   Elect Director --- For
                 3.5   Elect Director --- For
                 3.6   Elect Director --- For
                 3.7   Elect Director --- For
                 3.8   Elect Director --- For
                 3.9   Elect Director --- For
                 3.10  Elect Director --- For
                 3.11  Elect Director --- For
                 3.12  Elect Director --- For
                 3.13  Elect Director --- For
                 3.14  Elect Director --- For
                 3.15  Elect Director --- For
                 3.16  Elect Director --- For
                 3.17  Elect Director --- For
                 3.18  Elect Director --- For
                 3.19  Elect Director --- For
                 4.1   Appoint Internal Statutory Auditor    For        For                    Mgmt
                 4.2   Appoint Internal Statutory Auditor    For        For                    Mgmt
                 5     Approve Retirement Bonuses for        For        For                    Mgmt
                       Directors
                 6     Approve Retirement Bonuses for        For        Against                Mgmt
                       Statutory Auditors
                          As we believe  the  payment  of such  bonuses to
                          non-executives   is   a   highly   inappropriate
                          practice anywhere,  not just in Japan, we see no
                          alternative but to recommend  opposing the whole
                          item.


04/27/04 - A/S   Mediaset Spa                     T6688Q107                          04/22/04            16,246
                       Ordinary Business
                 1     Accept Financial Statements,          For        For                    Mgmt
                       Consolidated Accounts, and
                       Statutory Reports
                 2     Authorize Share Repurchase Program    For        For                    Mgmt
                       and Reissuance of Repurchased Shares
                       Special Business
                 1     Adopt New Articles of Association     For        Against                Mgmt
                       To Reflect New Italian Company Law
                       Regulations
                          The  proposed   amendments  aim  at  adopting  a
                          series of changes under one bundled  resolution.
                          ISS  prefers  viewing  amendments  presented  in
                          separate  resolutions since this would guarantee
                          a  better   opportunity   for   shareholders  to
                          express  their  position  with  respect  to each
                          amendment     proposed.              This     is
                          particularly  important  in  cases  such as this
                          one,   where   ISS  would   like  to   recommend
                          different  votes with  respect to the  different
                          amendments   being   proposed.   Some   of   the
                          amendments   are   either   non-contentious   or
                          positive in nature,  and ISS would  support such
                          changes   since   they   would  not   jeopardize
                          shareholder   value.   Others,    alternatively,
                          cannot be  supported  by ISS since they  propose
                          to remove  important  oversight  mechanisms from
                          shareholders.  Although the company is proposing
                          these  amendments in accordance  with changes to
                          company  law, the actual  amendments  with which
                          ISS takes  issue are not,  in fact,  required by
                          the    law.            Considering    that   the
                          amendments   herewith   presented  are  under  a
                          bundled  item and that some of them  would  have
                          the effect of limiting rights that  shareholders
                          would  be  entitled  to  once  the  new  Italian
                          Company Law provisions  would become  effective,
                          we recommend a vote against this resolution.


06/29/04 - A     MILLEA HOLDINGS INC.             J4276P103                          03/31/04               206
                 1     Approve Allocation of Income,         For        For                    Mgmt
                       Including the Following Dividends:
                       Interim JY 0, Final JY 11,000,
                       Special JY 0
                 2     Amend Articles to: Authorize Share    For        For                    Mgmt
                       Repurchases at Board's Discretion
                 3     Elect Directors                       For        For                    Mgmt
                 4.1   Appoint Internal Statutory Auditor    For        For                    Mgmt
                 4.2   Appoint Internal Statutory Auditor    For        For                    Mgmt
                 5     Approve Retirement Bonuses for        For        For                    Mgmt
                       Director and Statutory Auditor


03/15/04 - A     Millenium BCP (formerly Banco    X03188137                          None               354,234
                 Comercial Portugues S.A. )
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Allocation of Income          For        For                    Mgmt
                 3     Approve Discharge of Management and   For        For                    Mgmt
                       Supervisory Boards
                 4     Amend Articles                        For        For                    Mgmt
                 5     Ratify Appointment of Superior        For        For                    Mgmt
                       Council Member
                 6     Authorize Share Repurchase Program    For        For                    Mgmt
                       and Reissuance of Repurchased Shares
                 7     Authorize Repurchase and Reissuance   For        For                    Mgmt
                       of Bonds


06/29/04 - A     Misawa Homes Holdings Inc.       J43129105                          03/31/04            42,000
                 1     Approve Handling of Net Loss, with    For        For                    Mgmt
                       No Dividends
                          Misawa   proposes   to  dispose  of  JY  111.648
                          billion  of  the JY  147.58  billion  in  losses
                          through a  reversal  of  capital  reserves.  The
                          company   is   proposing   to   dispose  of  the
                          remainder through a capital reduction,  proposed
                          in Item 2.
                 2     Approve Capital Reduction             For        For                    Mgmt
                          Misawa seeks to reduce its stated  capital by JY
                          36 billion,  from JY 80.749 billion to JY 44.749
                          billion;  effective August 11. Nearly the entire
                          amount  will be used to  clear  away  cumulative
                          losses of JY 35.932 billion;  with the remaining
                          JY  67.826  million  transferred  to  a  surplus
                          account.  There  will  be  no  consolidation  or
                          cancellation of shares,  so the number of shares
                          on issue  will not  change.  Misawa  was  pushed
                          into  the  red on a  consolidated  basis  due to
                          large  one-time  restructuring  costs,  such  as
                          appraisal  losses  on the  group's  golf  course
                          holdings  and costs to  reorganize  subsidiaries
                          and   factories.   ISS   sees  no   benefit   to
                          shareholders in opposing this resolution.
                 3     Amend Articles to: Authorize Share    For        Against                Mgmt
                       Repurchases at Board's Discretion
                          Share  repurchases are unlikely to be an optimal
                          use   of   the   company's   limited   financial
                          resources.  ISS would  prefer to see the company
                          seek  shareholder   approval  for  a  repurchase
                          framework    at   each   year's   AGM,    giving
                          shareholders   the  ability  to   evaluate   the
                          company's   plans   before  the  fact.   Because
                          allowing  the  company  to   repurchase   shares
                          solely  at  the  board's  discretion  is  not in
                          shareholders'  interest,   particularly  in  the
                          absence of independent  directors,  we recommend
                          that shareholders oppose this resolution.
                 4     Elect Directors                       For        For                    Mgmt
                 5.1   Appoint Internal Statutory Auditor    For        Against                Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  the nominees for independent
                          auditor  (candidates 1 and 3) cannot be expected
                          to fulfill  the role of  independent  monitor of
                          the  company's   activities  on  behalf  of  all
                          shareholders.  Both are long-time  executives of
                          Misawa's main bank, now known as UFJ.
                 5.2   Appoint Internal Statutory Auditor    For        For                    Mgmt
                 5.3   Appoint Internal Statutory Auditor    For        Against                Mgmt
                          See item 5.1.
                 6.1   Appoint Alternate Internal            For        Against                Mgmt
                       Statutory Auditor
                          Neither nominee for alternate  statutory auditor
                          meets our  criteria for  independence.  Both are
                          long-time executives of main bank UFJ.
                 6.2   Appoint Alternate Internal            For        Against                Mgmt
                       Statutory Auditor
                          See item 6.1.


06/29/04 - A     Mitsubishi Estate Co. Ltd.       J43916113                          03/31/04           303,000
                 1     Approve Allocation of Income,         For        For                    Mgmt
                       Including the Following Dividends:
                       Interim JY 4, Final JY 4, Special
                       JY 0
                 2     Amend Articles to: Expand Business    For        Against                Mgmt
                       Lines - Authorize Share Repurchases
                       at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  we recommend  that
                          shareholders oppose the whole resolution.
                 3     Elect Directors                       For        For                    Mgmt
                 4.1   Appoint Internal Statutory Auditor    For        Against                Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their    affiliates,    neither    nominee   for
                          independent  auditor (Candidates 1 and 2) can be
                          expected  to  fulfill  the  role of  independent
                          monitor of the  company's  activities  on behalf
                          of all shareholders.
                 4.2   Appoint Internal Statutory Auditor    For        Against                Mgmt
                 5     Approve Retirement Bonuses for        For        Against                Mgmt
                       Director and Statutory Auditor
                          As we believe  the  payment  of such  bonuses to
                          non-executives   is   a   highly   inappropriate
                          practice anywhere,  not just in Japan, we see no
                          alternative but to recommend  opposing the whole
                          item.
                 6     Appoint External Auditors             For        For                    Mgmt
                 7     Approve Executive Stock Option Plan   For        For                    Mgmt


06/29/04 - A     Mitsubishi Tokyo Financial       J44497105                          03/31/04               437
                 Group Inc
                 1     Approve Allocation of Income,         For        For                    Mgmt
                       Including the Following Dividends
                       on Ordinary Shares: Interim JY 0,
                       Final JY 6000, Special JY 0
                 2     Amend Articles to: Authorize Share    For        For                    Mgmt
                       Repurchases at Board's Discretion
                 3     Elect Directors                       For        For                    Mgmt
                 4     Appoint Internal Statutory Auditor    For        For                    Mgmt
                 5     Approve Retirement Bonuses for        For        Against                Mgmt
                       Directors and Statutory Auditor
                          As we believe  the  payment  of such  bonuses to
                          non-executives   is   a   highly   inappropriate
                          practice anywhere,  not just in Japan, we see no
                          alternative but to recommend  opposing the whole
                          item.


06/29/04 - A     Mitsui Sumitomo Insurance Co.    J45174109                          03/31/04           193,000
                 Ltd
                 1     Approve Allocation of Income,         For        For                    Mgmt
                       Including the Following Dividends:
                       Interim JY 0, Final JY 8.5, Special
                       JY 0
                 2     Amend Articles to: Authorize Share    For        Against                Mgmt
                       Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  we recommend  that
                          shareholders oppose the whole resolution.
                 3     Elect Directors                       For        For                    Mgmt
                 4.1   Appoint Internal Statutory Auditor    For        For                    Mgmt
                 4.2   Appoint Internal Statutory Auditor    For        For                    Mgmt
                 4.3   Appoint Internal Statutory Auditor    For        For                    Mgmt
                 5     Approve Retirement Bonuses for        For        Against                Mgmt
                       Directors and Statutory Auditors
                          As we believe  the  payment  of such  bonuses to
                          non-executives   is   a   highly   inappropriate
                          practice anywhere,  not just in Japan, we see no
                          alternative but to recommend  opposing the whole
                          item.


04/22/04 - A     Nestle Sa                        H57312466                          None                19,122
                 1a    Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 1b    Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 2     Approve Discharge of Board and        For        For                    Mgmt
                       Senior Management
                 3     Approve Allocation of Income and      For        For                    Mgmt
                       Dividends of CHF 7.20 per Share
                 4a    Elect Edward George as Directors      For        For                    Mgmt
                 4b    Elect Kaspar Villiger as Directors    For        For                    Mgmt
                 4c    Elect Rolf Haenggi as Directors       For        For                    Mgmt
                 4d    Elect Daniel Borel as Directors       For        For                    Mgmt
                 4e    Elect Carolina Mueller as Directors   For        For                    Mgmt


01/29/04 - S     NEXT PLC                         G6500M106                          None                85,341
                 1     Amend Articles of Association Re:     For        For                    Mgmt
                       Borrowing Powers


05/13/04 - A     NEXT PLC                         G6500M106                          None                85,341
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Remuneration Report           For        Against                Mgmt
                          We  are   recommending   a  vote   against  this
                          resolution   because   the  terms  of  the  EDs'
                          service  contracts  are  not in line  with  NAPF
                          policy.  Although  we support  the  decision  to
                          reduce the notice period in the  contracts  from
                          two years to one year, we are disappointed  that
                          the  two-year  notice  period  will  continue to
                          apply if a director's  employment  is terminated
                          within 12 months following a takeover.  Our view
                          is that notice  periods no greater than one year
                          should  apply  in  all  circumstances  to  avoid
                          inappropriately  large  payouts  in the event of
                          early termination.
                 3     Approve Final Dividend of 24 Pence    For        For                    Mgmt
                       Ordinary Share
                 4     Elect Nick Brookes as Director        For        For                    Mgmt
                 5     Re-elect David Keens as Director      For        For                    Mgmt
                 6     Re-appoint Ernst and Young LLP as     For        For                    Mgmt
                       Auditors and Authorise Board to Fix
                       Remuneration of Auditors
                 7     Authorise Directors to Alter the      For        For                    Mgmt
                       Rules of the Company's Employee
                       Share Option Schemes to Permit
                       Options Granted Over Treasury Shares
                 8     Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities and the
                       Sale of Treasury Shares without
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of GBP 1,300,000
                 9     Authorise 39 Million Ordinary         For        For                    Mgmt
                       Shares for Market Purchase


06/23/04 - A     Nissan Motor Co. Ltd.            J57160129                          03/31/04           172,400
                 1     Approve Allocation of Income,         For        For                    Mgmt
                       Including the Following Dividends:
                       Interim JY 8, Final JY 11, Special
                       JY 0
                 2     Amend Articles to: Authorize Share    For        Against                Mgmt
                       Repurchases at Board's Discretion
                 3     Approve Executive Stock Option Plan   For        For                    Mgmt
                 4     Authorize Share Repurchase Program    For        For                    Mgmt
                          The   limits   on  the  plan  are   within   our
                          guidelines, and this is a routine request.
                 5.1   Appoint Internal Statutory Auditor    For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,   one  of  the  nominees  for
                          independent  auditor  (candidate  2)  cannot  be
                          expected  to  fulfill  the  role of  independent
                          monitor of the  company's  activities  on behalf
                          of all shareholders.
                 5.2   Appoint Internal Statutory Auditor    For        Against                Mgmt
                 5.3   Appoint Internal Statutory Auditor    For        For                    Mgmt
                 5.4   Appoint Internal Statutory Auditor    For        For                    Mgmt
                 5.5   Appoint Internal Statutory Auditor    For        For                    Mgmt
                 6     Approve Retirement Bonuses for        For        Against                Mgmt
                       Statutory Auditors
                          As we believe  the  payment  of such  bonuses to
                          non-executives   is   a   highly   inappropriate
                          practice anywhere,  not just in Japan, we see no
                          alternative but to recommend opposing this item.


06/25/04 - A     Nomura Holdings Inc.             J59009159                          03/31/04           107,000
                 1     Amend Articles to: Authorize Share    For        For                    Mgmt
                       Repurchases at Board's Discretion
                 2     Approve Executive Stock Option Plan   For        For                    Mgmt
                       and Deep-Discount Stock Option Plan
                 3     Elect Directors                       For        For                    Mgmt


06/23/04 - A     Orix Corp.                       J61933123                          03/31/04            21,900
                 1     Amend Articles to: Expand Business    For        For                    Mgmt
                       Lines - Authorize Share Repurchases
                       at Board's Discretion - Limit Legal
                       Liability of Directors and
                       Executive Officers
                 2     Elect Directors                       For        For                    Mgmt
                 3     Approve Executive Stock Option Plan   For        For                    Mgmt


04/30/04 - A     Pearson Plc                      G69651100                          None               223,269
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Final Dividend of 14.8        For        For                    Mgmt
                       Pence Per Share
                 3     Re-elect Dennis Stevenson as          For        For                    Mgmt
                       Director
                 4     Re-elect John Makinson as Director    For        For                    Mgmt
                 5     Re-elect Reuben Mark as Director      For        For                    Mgmt
                          Reuben  Mark  is   Chairman  of  the   Personnel
                          (Remuneration)  Committee  and has served on the
                          Board  for more  than nine  years.  The  Company
                          considers  him to be a  fully  independent  NED,
                          notwithstanding        his       length       of
                          service.        The    reasons    why   we   are
                          recommending   a   vote   in   favour   of   his
                          re-election   can  be  found  in  the   "Company
                          Overview" section of this report.
                 6     Re-elect Vernon Sankey as Director    For        For                    Mgmt
                          Vernon   Sankey   is   Chairman   of  the  Audit
                          Committee  and has  served on the Board for more
                          than nine years.  The Company  considers  him to
                          be a fully independent NED,  notwithstanding his
                          length  of  service.        The  reasons  why we
                          are   recommending  a  vote  in  favour  of  his
                          re-election   can  be  found  in  the   "Company
                          Overview" section of this report.
                 7     Approve Remuneration Report           For        For                    Mgmt
                 8     Re-appoint PricewaterhouseCoopers     For        For                    Mgmt
                       LLP as Auditors of the Company
                 9     Authorise Board to Fix Remuneration   For        For                    Mgmt
                       of the Auditors
                 10    Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of GBP 66,871,000
                 11    Approve Increase in Authorised        For        For                    Mgmt
                       Capital from GBP 294,500,000 to GBP
                       295,500,000 by the Creation of 4
                       Million Ordinary Shares of 25 Pence
                       Each
                 12    Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of GBP 10,030,000
                 13    Authorise 80 Million Ordinary         For        For                    Mgmt
                       Shares for Market Purchase
                 14    Adopt New Articles of Association     For        For                    Mgmt
                 15    Amend Pearson plc UK Worldwide Save   For        For                    Mgmt
                       for Shares Plan


05/25/04 - A/S   Pinault-Printemps-Redoute        F7269R105                          None                 1,404
                       Ordinary Business
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Statutory Reports
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Special Auditors' Report      For        For                    Mgmt
                       Regarding Related-Party Transactions
                 4     Approve Allocation of Income and      For        For                    Mgmt
                       Net Dividends of EUR 2.40 per Share
                 5     Reelect Patricia Barbizet as          For        Against                Mgmt
                       Supervisory Board Member
                 6     Reelect Francois Henrot as            For        For                    Mgmt
                       Supervisory Board Member
                 7     Reelect Rene Barbier de La Serre as   For        For                    Mgmt
                       Supervisory Board Member
                 8     Reelect Luca Cordero di Montezemolo   For        For                    Mgmt
                       as Supervisory Board Member
                 9     Reelect Francois Pinault as           For        For                    Mgmt
                       Supervisory Board Member
                 10    Reappoint KPMG SA as Auditors         For        For                    Mgmt
                 11    Ratify Jean-Claude Andre et Autres    For        For                    Mgmt
                       as Alternate Auditors
                 12    Authorize Repurchase of Up to Ten     For        For                    Mgmt
                       Percent of Issued Share Capital
                 13    Change Location of Registered         For        For                    Mgmt
                       Office/Headquarters
                       Special Business
                 14    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 200 Million
                          The potential  capital increase (41 percent over
                          currently  issued  capital)  is in line with the
                          limits   prescribed   by  our   guidelines   for
                          issuances with preemptive rights.
                 15    Authorize Issuance of Equity or       For        Against                Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 200 Million
                          A  potential  increase  of 41  percent of issued
                          capital  without  preemptive  rights exceeds the
                          limit  we  recommend  for  general  requests  to
                          issue  capital  without  preemptive  rights.  We
                          therefore recommend a vote against this request.
                 16    Authorize Issuance of Equity or       For        Against                Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 50 Million
                          While this  amount  would not be  separate  from
                          the issue authority  without  preemptive  rights
                          (Item 15), we consider  the  potential  dilution
                          under  Item  15  to be  excessive.  Furthermore,
                          when  contacted  by  ISS,  the  company  did not
                          provide  additional  information  regarding  the
                          purpose of this  request or any  information  in
                          respect  to the  beneficiaries  of this  capital
                          increase.  Given the excessive dilution, lack of
                          information,  because we believe  that  approval
                          of this request  would  provide the company with
                          excessive   discretion   as  to  determine   the
                          beneficiaries  of  this  capital  increase,  and
                          because  we do  not  support  issuances  without
                          preemptive   rights  at  a  discount  to  market
                          value,  we recommend  that  shareholders  do not
                          support this proposal.
                 17    Approve Capital Increase Reserved     For        Against                Mgmt
                       for Employees Participating in
                       Savings-Related Share Purchase Plan
                          Currently,  the company's  employees control 0.7
                          percent  of  issued  capital  in  terms  of  the
                          company's share purchase plan.  Approval of this
                          plan could increase  employee  participation  to
                          approximately 1.68 percent.  While the potential
                          dilution   falls  within  ISS   guidelines   for
                          savings-related  share purchase plans, we do not
                          support  the  granting  of shares free of charge
                          to plan participants.
                 18    Authorize Filing of Required          For        For                    Mgmt
                       Documents/Other Formalities


04/02/04 - A     Portugal Telecom, SGPS, S.A.     X6769Q104                          None               264,393
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Allocation of Income          For        For                    Mgmt
                 4     Approve Discharge of Management and   For        For                    Mgmt
                       Supervisory Boards
                 5     Ratify Appointment of Board Members   For        For                    Mgmt
                 6     Authorize Repurchase of Shares and    For        For                    Mgmt
                       Reissuance of Repurchased Shares
                 7     Approve EUR 125.4 Million Reduction   For        For                    Mgmt
                       in Share Capital via Cancellation
                       of 125.4 Million Shares
                 8     Authorize Issuance of Convertible     For        Against                Mgmt
                       Bonds without Preemptive Rights
                          Recognizing  that  it  would  be  imprudent  for
                          shareholders   to  grant   open   share   and/or
                          convertible  bond issuance  authorities  because
                          of   potential   excessive   dilution  to  their
                          economic   and  voting   rights,   we  recommend
                          shareholders oppose these requests.
                 9     Eliminate Preemptive Rights in        For        Against                Mgmt
                       Connection with Proposed Issuance
                       of Convertible Bonds
                 10    Authorize Issuance of Bonds or        For        For                    Mgmt
                       Other Securities
                 11    Approve Bond Repurchase and           For        For                    Mgmt
                       Reissuance


04/28/04 - A     Reed Elsevier Plc(formerly       G74570105                          None               203,103
                 Reed International PLC)
                 1a    Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 1b    Approve Remuneration Report           For        For                    Mgmt
                 2     Approve Final Dividend of 8.7 Pence   For        For                    Mgmt
                       Per Ordinary Share
                 3a    Re-appoint Deloitte and Touche LLP    For        For                    Mgmt
                       as Auditors of the Company
                 3b    Authorise Board to Fix Remuneration   For        For                    Mgmt
                       of the Auditors
                 4a    Re-elect Gerard van de Aast as        For        For                    Mgmt
                       Director
                 4b    Re-elect Morris Tabaksblat as         For        For                    Mgmt
                       Director
                 4c    Re-elect Rolf Stomberg as Director    For        For                    Mgmt
                 4d    Re-elect Lord Sharman Of Redlynch     For        For                    Mgmt
                       as Director
                 5     Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of GBP 25,000,000
                 6     Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of GBP 7,900,000
                 7     Authorise 127 Million Shares for      For        For                    Mgmt
                       Market Purchase


09/17/03 - A     Richemont (Compagnie             H25662141                          None                76,638
                 Financiere Richemont Ag)
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Allocation of Income and      For        For                    Mgmt
                       Omission of Dividends
                 3     Approve Discharge of Management       For        For                    Mgmt
                       Board
                 4     Reelect Rupert, Aeschimann,           For        For                    Mgmt
                       Cologni, Du Plessis, Deschuyteneer,
                       Douro, Istel, Kanoui, Quasha, Lord
                       Renwick of Clifton, and Verloop as
                       Directors; Elect Alan Perrin, Simon
                       Murray, and Juergen Schrempp as New
                       Directors
                 5     Reelect PwC as Auditors               For        For                    Mgmt


02/27/04 - A     Samsung Electronics Co. Ltd.     Y74718100                          12/31/03             8,350
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Appropriation of Income, with Total
                       Dividend of KRW 5500 Per Share
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Two Outside Directors --- For
                          We are not aware of any problems  with either of
                          these  nominees  which  would cause us to oppose
                          this resolution
                 2.2   Appoint One Member of Audit           For        For                    Mgmt
                       Committee
                 2     Elect Directors                       For        For                    Mgmt
                 3     Approve Limit on Remuneration of      For        For                    Mgmt
                       Directors


06/29/04 - A     Shin-Etsu Chemical Co. Ltd.      J72810120                          03/31/04            41,200
                 1     Approve Allocation of Income,         For        For                    Mgmt
                       Including the Following Dividends:
                       Interim JY 8, Final JY 8, Special
                       JY 0
                 2     Amend Articles to: Authorize Share    For        For                    Mgmt
                       Repurchases at Board's Discretion
                 3     Elect Directors                       For        For                    Mgmt
                 4     Approve Retirement Bonuses for        For        For                    Mgmt
                       Directors
                 5     Approve Executive Stock Option Plan   For        For                    Mgmt


03/05/04 - A     Shinsegae Co. (Formerly          Y77538109                          12/31/03             4,590
                 Shinsegae Department Store)
                 1     Approve Appropriation of Income and   For        Against                Mgmt
                       Dividends of KRW 1000 Per Share
                          Because the company's  payout ratio is unusually
                          low  by  Korean  standards,  we  recommend  that
                          shareholders vote against this resolution.
                 2     Elect Director                        For        For                    Mgmt
                 3     Elect Member of Audit Committee       For        For                    Mgmt
                 4     Approve Limit on Remuneration of      For        For                    Mgmt
                       Directors


01/22/04 - A     Siemens AG                       D69671218                          None                 2,655
                 1     Receive Financial Statements and      None       None                   Mgmt
                       Statutory Reports
                 2     Approve Allocation of Income and      For        For                    Mgmt
                       Dividends of EUR 1.10 per Share
                 3     Approve Discharge of Management       For        For                    Mgmt
                       Board for Fiscal 2002/2003
                 4     Approve Discharge of Supervisory      For        For                    Mgmt
                       Board for Fiscal 2002/2003
                 5     Ratify KPMG as Auditors               For        For                    Mgmt
                 6     Elect Jerry Speyer to the             For        For                    Mgmt
                       Supervisory Board; Elect
                       Hans-Dieter Wiedig as a Deputy
                       Supervisory Board Member
                 7     Authorize Repurchase of up to Ten     For        For                    Mgmt
                       Percent of Issued Share Capital;
                       Authorize Board to Issue
                       Repurchased Shares
                 8     Approve Creation of EUR 600 Million   For        For                    Mgmt
                       Pool of Conditional Capital with
                       Preemptive Rights
                 9     Approve Issuance of Convertible       For        For                    Mgmt
                       Bonds and/or Bonds with Warrants
                       Attached up to Aggregate Nominal
                       Amount of EUR 11.3 Billion with
                       Preemptive Rights; Approve Creation
                       of EUR 600 Million Pool of
                       Conditional Capital to Guarantee
                       Conversion Rights


05/06/04 - A     Smith & Nephew PLC               G82343164                          None               201,185
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Final Dividend of 3.1 Pence   For        For                    Mgmt
                       Per Share
                 3     Re-elect Warren Knowlton as Director  For        For                    Mgmt
                 4     Re-elect Christopher O'Donnell as     For        For                    Mgmt
                       Director
                 5     Re-elect Richard De Schutter as       For        For                    Mgmt
                       Director
                 6     Re-elect Rolf Stomberg as Director    For        For                    Mgmt
                 7     Re-appoint Ernst and Young LLP as     For        For                    Mgmt
                       Auditors and Authorise Board to Fix
                       Remuneration of Auditors
                 8     Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of GBP 33,321,078
                 9     Approve Remuneration Report           For        For                    Mgmt
                 10    Approve the Smith and Nephew 2004     For        For                    Mgmt
                       Performance Share Plan
                 11    Approve the Smith and Nephew 2004     For        For                    Mgmt
                       Executive Share Option Plan
                 12    Approve the Smith and Nephew 2004     For        For                    Mgmt
                       Co-investment Plan
                 13    Authorise the Directors to            For        For                    Mgmt
                       Establish Overseas Share Schemes
                 14    Authorise the Directors to            For        For                    Mgmt
                       Establish the New Discretionary
                       Trust
                 15    Amend the Smith and Nephew 2001 UK    For        For                    Mgmt
                       Approved Share Option Plan
                 16    Amend the Smith and Nephew 2001 UK    For        For                    Mgmt
                       Unapproved Share Option Plan
                 17    Approve Reclassification of the One   For        For                    Mgmt
                       Issued 'B' Ordinary Share of 12 2/9
                       Pence as an Ordinary Share Having
                       the Same Rights and Subject to the
                       Same Restrictions as Existing
                       Ordinary Shares
                 18    Authorise 93,486,408 Shares for       For        For                    Mgmt
                       Market Purchase
                 19    Adopt New Articles of Association     For        For                    Mgmt
                 20    Authorise Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Pre-emptive Rights up to Aggregate
                       Nominal Amount of GBP 5,713,057
                 21    Approve Increase in Remuneration of   For        For                    Mgmt
                       Non-Executive Directors to GBP
                       900,000 Per Year


03/31/04 - A     Sonae SGPS (frm Sonae            X82198106                          None               312,120
                 Investimentos, S.G.P.S., S.A.)
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Allocation of Income          For        For                    Mgmt
                 4     Approve Discharge of Management and   For        For                    Mgmt
                       Supervisory Boards
                 5     Approve Increase in Size of Board;    For        Against                Mgmt
                       Elect Board Members to Fill New
                       Seats
                          We cannot  support a  resolution  to change  the
                          board  size   because  the   company   specified
                          neither  the number of  directors  to be changed
                          nor the  reason  for the  change.  As such,  ISS
                          cannot be  certain  that  such  change is in the
                          best interest of shareholders.
                 6     Authorize Share Repurchase Program    For        For                    Mgmt
                       and Reissuance of Repurchased Shares
                          Because  the company  did not  disclose  further
                          details  and did not  respond  to ISS's  request
                          for  additional   information  for  Item  9,  we
                          cannot be certain that the  consequences of this
                          proposal  would be  positive  for  shareholders.
                          Thus,  we  recommend  a vote in favor of Items 6
                          and 8 but do not recommend support for Item 9.
                 7     Approve Bond Repurchase and           For        For                    Mgmt
                       Reissuance
                 8     Authorize Company Subsidiary to       For        For                    Mgmt
                       Purchase Shares in Parent
                 9     Authorize Distribution of             For        Against                Mgmt
                       Repurchased Shares to Management


11/18/03 - A     Sun Hung Kai Properties Ltd.     Y82594121                          11/10/03           256,000
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Final Dividend                For        For                    Mgmt
                 3     Reelect Directors and Fix Their       For        For                    Mgmt
                       Remuneration
                 4     Reappoint Auditors and Authorize      For        For                    Mgmt
                       Board to Fix Their Remuneration
                 5     Approve Repurchase of Up to 10        For        For                    Mgmt
                       Percent of Issued Capital
                 6     Approve Issuance of Equity or         For        For                    Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights
                 7     Authorize Reissuance of Repurchased   For        For                    Mgmt
                       Shares
                 8     Other Business (Voting)               For        Against                Mgmt
                          Although  this item is  routine  and only  those
                          issues that could legally be discussed  could be
                          presented for consideration,  its approval would
                          create an  opportunity  for those who attend the
                          meeting to approve  changes  that are not in the
                          best   interests   of   all   shareholders.   We
                          recommend  that  shareholders  oppose  this item
                          unless  the   company  has   provided   detailed
                          information   about  the  issues  that  will  be
                          discussed.


05/13/04 - A     Swire Pacific                    Y83310105                          None               389,000
                 1     Approve Final Dividend of HK$1.02     For        For                    Mgmt
                       Per A Share and HK$0.204 Per B Share
                 2a    Reelect P.A. Johansen as Director     For        For                    Mgmt
                 2b    Reelect Adrian Swire as Director      For        For                    Mgmt
                 3     Reappoint PricewaterhouseCoopers as   For        For                    Mgmt
                       Auditors and Authorize Board to Fix
                       Their Remuneration
                 4     Approve Repurchase of Up to 10        For        For                    Mgmt
                       Percent of Issued Capital
                 5     Approve Issuance of Equity or         For        Against                Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights
                          This   authority   complies   with  strict  SEHK
                          regulations  governing such plans,  however, ISS
                          recommends   voting   against  the  issuance  of
                          shares  without  preemptive  rights  unless  the
                          company  provides  specific  language  and terms
                          that there will be (1) adequate  restrictions on
                          discounts  and (2) no  authority  to refresh the
                          share    issuance    amounts    without    prior
                          shareholder  approval.   This  is  in  light  of
                          abuses  made by a number of Hong Kong  companies
                          that have issued  shares at steep  discounts  to
                          related  parties and renewed the share  issuance
                          amount under this authority without  shareholder
                          approval,  both of which are  permissible  under
                          current law.
                 6     Authorize Reissuance of Repurchased   For        For                    Mgmt
                       Shares
                 7     Amend Articles Re: Corporate          For        For                    Mgmt
                       Communications, Postponement of
                       General Meetings, Editing Changes


05/11/04 - A     Taiwan Semiconductor             874039100                          03/15/04            83,877
                 Manufacturing Co.
                       Meeting for Holders of ADRs
                 1     TO ACCEPT 2003 BUSINESS REPORT AND    For        For                    Mgmt
                       FINANCIAL STATEMENTS.
                 2     TO APPROVE THE PROPOSAL FOR           For        For                    Mgmt
                       DISTRIBUTION OF 2003 PROFITS.
                 3     TO APPROVE THE CAPITALIZATION OF      For        For                    Mgmt
                       2003 DIVIDENDS AND EMPLOYEE PROFIT
                       SHARING.


06/29/04 - A     TDK Corp.                        J82141136                          03/31/04               600
                 1     Approve Allocation of Income,         For        For                    Mgmt
                       Including the Following Dividends:
                       Interim JY 25, Final JY 30, Special
                       JY 0
                 2     Amend Articles to: Authorize Share    For        Against                Mgmt
                       Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  we recommend  that
                          shareholders oppose this resolution.
                 3     Approve Executive Stock Option Plan   For        For                    Mgmt
                 4     Authorize Share Repurchase Program    For        For                    Mgmt
                          The   limits   on  the  plan  are   within   our
                          guidelines, and this is a routine request.
                 5     Elect Directors                       For        For                    Mgmt
                 5.1   Elect Director --- For
                 5.2   Elect Director --- For
                 5.3   Elect Director --- For
                 5.4   Elect Director --- For
                 5.5   Elect Director --- For
                 5.6   Elect Director --- For
                 5.7   Elect Director --- For
                 6     Appoint Internal Statutory Auditor    For        For                    Mgmt
                 7     Approve Retirement Bonuses for        For        Against                Mgmt
                       Director and Statutory Auditor
                          As we believe  the  payment  of such  bonuses to
                          non-executives   is   a   highly   inappropriate
                          practice anywhere,  not just in Japan, we see no
                          alternative but to recommend  opposing the whole
                          item.


04/29/04 - A     Telefonica S.A. (Formerly        E90183182                          None               282,327
                 Telefonica De Espana, S.A.)
                 1     Approve Financial Statements,         For        For                    Mgmt
                       Allocation of Income, and Discharge
                       Directors
                 2     Approve Dividend Per Share            For        For                    Mgmt
                 3     Approve Auditors                      For        For                    Mgmt
                 4     Authorize Repurchase of Shares        For        For                    Mgmt
                 5     Approve General Meeting Guidelines    For        For                    Mgmt
                 6     Authorize Board to Ratify and         For        For                    Mgmt
                       Execute Approved Resolutions


04/30/04 - A     Telefonica S.A. (Formerly        E90183182                          None               282,327
                 Telefonica De Espana, S.A.)
                 1     Approve Financial Statements,         For        For                    Mgmt
                       Allocation of Income, and Discharge
                       Directors
                 2     Approve Dividend Per Share            For        For                    Mgmt
                 3     Approve Auditors                      For        For                    Mgmt
                 4     Authorize Repurchase of Shares        For        For                    Mgmt
                 5     Approve General Meeting Guidelines    For        For                    Mgmt
                 6     Authorize Board to Ratify and         For        For                    Mgmt
                       Execute Approved Resolutions


04/28/04 - A/S   Total S.A. (Formerly Total       F92124100                          None                21,984
                 Fina Elf S.A )
                       Ordinary Business
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Statutory Reports
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Allocation of Income and      For        For                    Mgmt
                       Net Dividends of EUR 4.70 per Share
                 4     Approve Special Auditors' Report      For        For                    Mgmt
                       Regarding Related-Party Transactions
                 5     Authorize Repurchase of Up to Ten     For        For                    Mgmt
                       Percent of Issued Share Capital and
                       Reissuance of Repurchased Shares
                 6     Authorize Issuance of                 For        For                    Mgmt
                       Bonds/Debentures
                 7     Reelect Thierry Desmarest as          For        For                    Mgmt
                       Director
                          Despite these shortcomings,  we recommend a vote
                          in favor of these board elections at this time.
                 8     Reelect Thierry de Rudder as          For        For                    Mgmt
                       Director
                 9     Reelect Serge Tchuruk as Director     For        For                    Mgmt
                 10    Elect Daniel Boeuf as                 For        For                    Mgmt
                       Representative of Employee
                       Shareholders to the Board
                          We   recommend   shareholders   to   vote   with
                          management  on Items 10-13,  and thus  recommend
                          the election of Daniel Boeuf to the board.
                 11    Elect Philippe Marchandise as         Against    Against                Mgmt
                       Representative of Employee
                       Shareholders to the Board
                 12    Elect Cyril Mouche as                 Against    Against                Mgmt
                       Representative of Employee
                       Shareholders to the Board
                 13    Elect Alan Cramer as Representative   Against    Against                Mgmt
                       of Employee Shareholders to the
                       Board
                 14    Ratify Ernst & Young Audit as         For        For                    Mgmt
                       Auditors
                 15    Ratify KPMG Audit as Auditors         For        For                    Mgmt
                 16    Ratify Pierre Jouanne as Alternate    For        For                    Mgmt
                       Auditor
                 17    Ratify Jean-Luc Decornoy as           For        For                    Mgmt
                       Alternate Auditor
                 18    Approve Remuneration of Directors     For        For                    Mgmt
                       in the Aggregate Amount of EUR
                       900,000
                       Special Business
                 19    Approve Stock Option Plan Grants      For        For                    Mgmt
                 20    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 4 Billion
                          The potential  capital increase of 61.43 percent
                          over  currently  issued capital over a period of
                          26 months is in line with the limits  prescribed
                          by our guidelines for issuances with  preemptive
                          rights.
                 21    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 2 Billion
                          The  potential  increase  of  30.82  percent  of
                          issued capital without  preemptive rights over a
                          period  of 26  months  is in line with the limit
                          we  recommend  for  general  requests  to  issue
                          capital without preemptive rights.  Furthermore,
                          it is very rare for a French  company to request
                          an issuance  without  preemptive  rights that is
                          smaller  than  the one with  preemptive  rights.
                          This  is a clear  improvement  over  the  common
                          French issuance request.
                 22    Approve Capital Increase Reserved     For        For                    Mgmt
                       for Employees Participating in
                       Savings-Related Share Purchase Plan


05/14/04 - A/S   Total S.A. (Formerly Total       F92124100                          None                23,084
                 Fina Elf S.A )
                       Ordinary Business
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Statutory Reports
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Allocation of Income and      For        For                    Mgmt
                       Net Dividends of EUR 4.70 per Share
                 4     Approve Special Auditors' Report      For        For                    Mgmt
                       Regarding Related-Party Transactions
                 5     Authorize Repurchase of Up to Ten     For        For                    Mgmt
                       Percent of Issued Share Capital and
                       Reissuance of Repurchased Shares
                 6     Authorize Issuance of                 For        For                    Mgmt
                       Bonds/Debentures
                 7     Reelect Thierry Desmarest as          For        For                    Mgmt
                       Director
                 8     Reelect Thierry de Rudder as          For        For                    Mgmt
                       Director
                 9     Reelect Serge Tchuruk as Director     For        For                    Mgmt
                 10    Elect Daniel Boeuf as                 For        For                    Mgmt
                       Representative of Employee
                       Shareholders to the Board
                 11    Elect Philippe Marchandise as         Against    Against                Mgmt
                       Representative of Employee
                       Shareholders to the Board
                 12    Elect Cyril Mouche as                 Against    Against                Mgmt
                       Representative of Employee
                       Shareholders to the Board
                 13    Elect Alan Cramer as Representative   Against    Against                Mgmt
                       of Employee Shareholders to the
                       Board
                 14    Ratify Ernst & Young Audit as         For        For                    Mgmt
                       Auditors
                 15    Ratify KPMG Audit as Auditors         For        For                    Mgmt
                 16    Ratify Pierre Jouanne as Alternate    For        For                    Mgmt
                       Auditor
                 17    Ratify Jean-Luc Decornoy as           For        For                    Mgmt
                       Alternate Auditor
                 18    Approve Remuneration of Directors     For        For                    Mgmt
                       in the Aggregate Amount of EUR
                       900,000
                       Special Business
                 19    Approve Stock Option Plan Grants      For        For                    Mgmt
                 20    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 4 Billion
                 21    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights up to Aggregate
                       Nominal Amount of EUR 2 Billion
                 22    Approve Capital Increase Reserved     For        For                    Mgmt
                       for Employees Participating in
                       Savings-Related Share Purchase Plan


06/25/04 - A     UFJ Holdings Inc.                J9400N106                          03/31/04               627
                 1     Approve Allocation of Retained        For        For                    Mgmt
                       Earnings, with No Dividends on
                       Ordinary Shares
                 2     Amend Articles to: Decrease           For        For                    Mgmt
                       Authorized Preferred Share Capital
                       to Reflect Conversion of Preferred
                       to Ordinary Shares - Authorize
                       Share Repurchases at Board's
                       Discretion
                 3     Elect Directors                       For        For                    Mgmt


04/29/04 - A     United Overseas Bank             V96194127                          None                79,750
                 1     Adopt Financial Statements and        For        For                    Mgmt
                       Directors' and Auditors' Reports
                 2     Declare Final Dividend of SGD 0.40    For        For                    Mgmt
                       Per Share
                 3     Approve Directors' Fees of SGD        For        For                    Mgmt
                       618,750
                 4     Reappoint Ernst & Young as Auditors   For        For                    Mgmt
                       and Authorize Board to Fix Their
                       Remuneration
                 5     Reelect Sim Wong Hoo as Director      For        For                    Mgmt
                 6     Reelect Lim Pin as Director           For        For                    Mgmt
                 7     Reelect Margaret Lien Wen Hsien as    For        For                    Mgmt
                       Director
                 8     Reelect Ng Boon Yew as Director       For        For                    Mgmt
                 9     ReappointWee Cho Yaw as Director      For        For                    Mgmt
                 10    Approve Issuance of Shares and        For        Against                Mgmt
                       Grant of Options Pursuant to the
                       1999 Share Option Scheme
                          In  this  case,   the   percentages   of  shares
                          available   under  the  company's  share  option
                          scheme  is 10  percent  of the  issued  capital,
                          which  we  consider  an  unacceptable  level  of
                          dilution   for  a  mature   entity.   We  cannot
                          consider     these     schemes      sufficiently
                          well-structured  to justify a potential dilution
                          level  of  ten  percent.   ISS  objects  to  the
                          implementation of this resolution.
                 11    Approve Issuance of Shares without    For        For                    Mgmt
                       Preemptive Rights


04/29/04 - S     United Overseas Bank             V96194127                          None                79,750
                 1     Authorize Share Repurchase Program    For        For                    Mgmt


05/06/04 - A     Vivendi Universal SA (Formerly   F7063C114                          None                64,820
                 Vivendi)
                       Annual Meeting Agenda
                 1     Approve Financial Statements and      For        For                    Mgmt
                       Statutory Reports
                 2     Accept Consolidated Financial         For        For                    Mgmt
                       Statements and Statutory Reports
                 3     Approve Special Auditors' Report      For        For                    Mgmt
                       Regarding Related-Party Transactions
                 4     Approve Allocation of Income and      For        For                    Mgmt
                       Omission of Dividends
                 5     Reelect Jean-Rene Fourtou as          For        For                    Mgmt
                       Director
                 6     Reelect Claude Bebear as Director     For        For                    Mgmt
                 7     Reelect Gerard Bremond as Director    For        For                    Mgmt
                 8     Reelect Bertrand Collomb as Director  For        For                    Mgmt
                 9     Reelect Paul Fribourg as Director     For        For                    Mgmt
                 10    Reelect Gerard Kleisterlee as         For        For                    Mgmt
                       Director
                 11    Reelect Henri Lachmann as Director    For        For                    Mgmt
                 12    Elect Karel Van Miert as Director     For        For                    Mgmt
                 13    Elect Pierre Rodocanachi as Director  For        For                    Mgmt
                 14    Ratify Cooptation of Gabriel          For        For                    Mgmt
                       Hawawini as Director
                 15    Authorize Issuance of                 For        For                    Mgmt
                       Bonds/Debentures in the Aggregate
                       Value of Up to EUR 7 Billion
                 16    Authorize Repurchase of Up to Five    For        For                    Mgmt
                       Percent of Issued Share Capital
                 17    Authorize Filing of Required          For        For                    Mgmt
                       Documents/Other Formalities


04/20/04 - A     Vnu (Nv Verenigd Bezit Vnu)      N93612104                          04/13/04            80,053
                 1     Open Meeting                          None       None                   Mgmt
                 2     Receive Report of Management Board    None       None                   Mgmt
                 3.1   Approve Financial Statements and      For        For                    Mgmt
                       Statutory Reports
                 3.2   Approve Discharge of Management       For        For                    Mgmt
                       Board
                 3.3   Approve Discharge of Supervisory      For        For                    Mgmt
                       Board
                 4.1   Receive Explanation of Company's      None       None                   Mgmt
                       Reserves and Dividend Policy
                 4.2   Approve Dividends                     For        For                    Mgmt
                 5     Authorize Repurchase of Up to Ten     For        For                    Mgmt
                       Percent of Issued Share Capital
                          Some   shareholders   object   to   corporations
                          repurchasing  shares.  They  prefer to see extra
                          cash  invested in new  businesses or paid out as
                          dividends.    We   believe   that   when   timed
                          correctly,  corporate  stock  repurchases  are a
                          legitimate  use of  corporate  funds and can add
                          to  long-term   shareholder  returns.  For  this
                          reason  we  recommend  a vote  in  favor  of the
                          board's proposal.
                 6.1   Grant Board Authority to Issue        For        For                    Mgmt
                       Common and Seven Percent Preference
                       Shares Up to 20 Percent of Issued
                       Share Capital
                 6.2   Grant Board Authority to Issue All    For        For                    Mgmt
                       Authorized Yet Unissued Preference
                       B Shares Restricting/Excluding
                       Preemptive Rights
                 6.3   Grant Board Authority to Exclude      For        For                    Mgmt
                       Preemptive Rights from Issuance of
                       Common Shares Under Item 6.1
                 7     Ratify Auditors                       For        For                    Mgmt
                 8     Discussion about Company's            None       None                   Mgmt
                       Corporate Governance Report
                 9     Approve Remuneration of Management    For        For                    Mgmt
                       Board
                 10    Reelect P. Elverding and J.           For        For                    Mgmt
                       Brentjes to Supervisory Board
                 11    Approve Remuneration of Supervisory   For        For                    Mgmt
                       Board
                 12    Other Business                        None       None                   Mgmt
                 13    Close Meeting                         None       None                   Mgmt


07/30/03 - A     Vodafone Group PLC               G93882101                          None             1,469,116
                 1     Accept Financial Statements and       For        For                    Mgmt
                       Statutory Reports
                 2     Approve Remuneration Report           For        For                    Mgmt
                 3     Reelect Lord MacLaurin of Knebworth   For        For                    Mgmt
                       as Director
                 4     Reelect Kenneth Hydon as Director     For        For                    Mgmt
                 5     Reelect Thomas Geitner as Director    For        For                    Mgmt
                 6     Reelect Alec Broers as Director       For        For                    Mgmt
                 7     Reelect Juergen Schrempp as Director  For        For                    Mgmt
                 8     Elect John Buchanan as Director       For        For                    Mgmt
                 9     Approve Final Dividend of 0.8983      For        For                    Mgmt
                       Pence Per Share
                 10    Ratify Deloitte and Touche as         For        For                    Mgmt
                       Auditors
                 11    Authorize Board to Fix Remuneration   For        For                    Mgmt
                       of Auditors
                 12    Authorize EU Political Donations up   For        For                    Mgmt
                       to GBP 100,000
                 13    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities with
                       Preemptive Rights up to Aggregate
                       Nominal Amount of USD 900,000,000
                 14    Authorize Issuance of Equity or       For        For                    Mgmt
                       Equity-Linked Securities without
                       Preemptive Rights up to Aggregate
                       Nominal Amount of USD 340,000,000
                 15    Authorize 6,800,000,000 Shares for    For        For                    Mgmt
                       Share Repurchase Program


02/25/04 - A     Wal-Mart de Mexico S.A. de       P98180105                          None               248,679
                 C.V. (frmrly. Cifra S.A.)
                       Ordinary Business
                 1     Accept Chairman's Report              For        For                    Mgmt
                 2     Accept Audit Committee's Report       For        For                    Mgmt
                 3     Accept Supervisory Board Report       For        For                    Mgmt
                 4     Accept Financial Statements           For        For                    Mgmt
                 5     Accept Report Re: Share Repurchase    For        For                    Mgmt
                       Reserve
                 6     Cancel 27.6 Million Series C          For        For                    Mgmt
                       Treasury Shares
                       Special Business
                 7     Approve Conversion of Class C         For        For                    Mgmt
                       Shares into Class V Shares,
                       Increasing Voting Rights of Class C
                       Shareholders
                       Ordinary Business
                 8     Approve Allocation of Income          For        For                    Mgmt
                 9     Approve Dividend of MXN 0.44 Per      For        For                    Mgmt
                       Share Payable in Cash or Shares
                       Special Business
                 10    Approve MXN 1.9 Billion Increase in   For        For                    Mgmt
                       Variable Capital Through Issuance
                       of 98.4 Million Common Shares to
                       Service Stock Dividend Payout
                       Proposed in Previous Item; Cancel
                       Unused Portion of Capital Increase
                 11    Amend Articles                        For        For                    Mgmt
                       Ordinary Business
                 12    Accept Report Re: Employee Stock      For        Against                Mgmt
                       Option Plan
                          However,  since the  company  failed to  clarify
                          whether  approval  of  the  report   constitutes
                          approval  of the terms of the  plan,  due to the
                          company's  failure  to provide  full  disclosure
                          regarding  the  stock  option  plan,  we  cannot
                          recommend support for this request.
                 13    Accept Report Re: Wal-Mart de         For        For                    Mgmt
                       Mexico Foundation
                 14    Approve Discharge of Directors        For        For                    Mgmt
                 15    Elect Members of Management and       For        For                    Mgmt
                       Supervisory Boards
                 16    Approve Minutes of Meeting            For        For                    Mgmt




                                              Vote Summary Report
                                          Jul 01, 2003 - Jun 30, 2004

LB WORLD GROWTH FUND (MERGED INTO THRIVENT PARTNER INTERNATIONAL STOCK FUND ON 7/17/2004)

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

04/22/04 - A     Abbey National Plc               G0016Z107                          None                52,359
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Approve Final Dividend of 16.67      For        For                    Mgmt
                        Pence Per Share
                 4      Elect Directors                      For        For                    Mgmt
                 5      Elect Directors                      For        For                    Mgmt
                 6      Re-appoint Deloitte and Touche LLP   For        For                    Mgmt
                        as Auditors of the Company
                 7      Authorise Board to Fix               For        For                    Mgmt
                        Remuneration of the Auditors
                 8      Authorise EU Political Donations     For        For                    Mgmt
                        up to GBP 150,000 and EU Political
                        Expenditure up to GBP 150,000
                 9      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to GBP
                        703,722,815; USD 9,820,000; and
                        EUR 10,000,000
                 10     Approve Abbey Performance Share      For        For                    Mgmt
                        Plan
                 11     Authorise 146,277,184 Ordinary       For        For                    Mgmt
                        Shares for Market Purchase
                 12.1   Authorise 125,000,000 8.625%         For        For                    Mgmt
                        Sterling Preference Shares for
                        Market Purchase
                 12.2   Authorise 200,000,000 10.375%        For        For                    Mgmt
                        Sterling Preference Shares for
                        Market Purchase
                 12.3   Authorise 18,000,000 Series B        For        For                    Mgmt
                        Dollar Preference Shares for
                        Market Purchase
                 13     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 7,313,859


06/29/04 - A     Adecco Sa                        H00392318                          None                    24
                 1      Receive Financial Statements and     None       None                   Mgmt
                        Statutory Reports
                 2      Receive Auditors Report              None       None                   Mgmt
                 3      Accept Financial Statements and      For        Against                Mgmt
                        Statutory Reports
                          Given  the   pending   inquiry   into   Adecco's
                          accounts and accounting  practices for this past
                          fiscal year, this item is not supportable.
                 4      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of CHF 0.70 per Share
                 5      Approve Discharge of Board and       For        Against                Mgmt
                        Senior Management
                          The actions of the board  cannot be ratified for
                          the  past   fiscal   year  due  to   substantial
                          deficiencies  in  its  information   policy  and
                          disclosure   policy   regarding  its  accounting
                          irregularities.    Also,   given   the   pending
                          investigation  against Adecco,  this item is not
                          supportable.
                 6      Elect Directors                      For        For                    Mgmt
                 6.2.1  Ratify Ernst and Young as Auditors   For        For                    Mgmt
                 6.2.2  Ratify OBT AG as Special Auditors    For        For                    Mgmt
                 7      Amend Articles Re: Remove Voting     For        For                    Mgmt
                        Restrictions


04/22/04 - A     Akzo-Nobel Nv                    N01803100                          None                   134
                 1      Open Meeting                         None       None                   Mgmt
                 2      Receive Report of Management Board   None       None                   Mgmt
                 3.1    Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 3.2    Approve Dividends                    For        For                    Mgmt
                 4.1    Approve Discharge of Management      For        For                    Mgmt
                        Board
                 4.2    Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 5      Discussion about Company's           None       None                   Mgmt
                        Corporate Governance Policy
                 6.1    Approve Stock Option Plan for        For        For                    Mgmt
                        Management Board
                 6.2    Approve Restricted Stock Plan for    For        For                    Mgmt
                        Management Board
                 6.3    Approve Executive Stock Option Plan  For        For                    Mgmt
                 6.4    Approve Maximum Number of Shares     For        For                    Mgmt
                        for LTIP
                 7      Elect Members of Management Board    For        For                    Mgmt
                 8      Fix Number of and Elect Directors    For        For                    Mgmt
                 8      Elect Supervisory Board Member       For        For                    Mgmt
                 9      Authorize Board to Prepare           For        For                    Mgmt
                        Financial Statements in English
                 10     Grant Board Authority to Issue       For        For                    Mgmt
                        Authorized Yet Unissued Shares
                        Restricting/Excluding Preemptive
                        Rights
                 11     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 12     Other Business (Non-Voting)          None       None                   Mgmt


04/22/04 - A/S   Alleanza Assicurazioni SpA       T02772134                          04/16/04            44,363
                        Ordinary Business
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Fix Number of Directors on the       For        For                    Mgmt
                        Board; Elect Directors; Determine
                        Directors' Remuneration
                 3      Authorize Reissuance of              For        Against                Mgmt
                        Repurchased Share To Service
                        Executive Stock Option Plan
                          Shareholders  are asked to  authorize  the board
                          to reissue  90,000 company shares to service the
                          stock  option  plan  approved  by the  board  in
                          favor  of  the   company's   CEO.   No  specific
                          information  is  available  with  respect to the
                          underlying  terms  (such as  vesting  period  or
                          exercise  terms) of these  plans.  There is thus
                          not  enough  information  available  to  make an
                          informed voting decision.
                        Special Business
                 1      Amend Articles To Reflect New        For        Against                Mgmt
                        Italian Company Law Regulations
                          Item  1 of  the  special  business  agenda  asks
                          shareholders   to  approve  the   amendment   of
                          several  articles  of the  company's  bylaws  in
                          order  to  reflect  new   Italian   Company  Law
                          regulations  adopted with legislative decrees n.
                          5 and 6 adopted on Jan.  17,  2003,  as modified
                          by  legislative  decree n.37  adopted on Feb. 6,
                          2004. The proposed  amendments aim at adopting a
                          series of changes under one bundled  resolution.
                          Some    of    the    amendments    are    either
                          non-contentious  or  positive  in  nature  since
                          they  would not  jeopardize  shareholder  value.
                          Others,  on the other  hand,  propose  to remove
                          important     oversight      mechanisms     from
                          shareholders.


05/05/04 - A     Allianz AG (formerly Allianz     D03080112                          04/28/04               116
                 Holding AG)
                 1      Receive Financial Statements and     None       None                   Mgmt
                        Statutory Reports
                 2      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 1.50 per Share
                 3      Approve Discharge of Management      For        For                    Mgmt
                        Board
                 4      Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 5      Approve Creation of EUR 450          For        For                    Mgmt
                        Million Pool of Conditional
                        Capital with Preemptive Rights
                 6      Approve Employee Stock Purchase      For        For                    Mgmt
                        Plan
                 7      Approve Issuance of Convertible      For        For                    Mgmt
                        Bonds and/or Bonds with Warrants
                        Attached up to Aggregate Nominal
                        Amount of EUR 10 Billion with
                        Preemptive Rights; Approve
                        Creation of EUR 250 Million Pool
                        of Conditional Capital to
                        Guarantee Conversion Rights
                 8      Authorize Repurchase of Issued       For        For                    Mgmt
                        Share Capital for Trading Purposes
                 9      Authorize Share Repurchase Program   For        For                    Mgmt
                        and Reissuance of Repurchased
                        Shares
                 10     Approve Affiliation Agreements       For        For                    Mgmt
                        with Subsidiaries
                        (Jota-Vermoegensverwaltungsgesellschaft
                        mbH)


03/18/04 - A     ASML Holding NV (Formerly ASM    N07059160                          None                51,000
                 Lithography Hldg)
                 1      Open Meeting                         None       None                   Mgmt
                 2      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 3      Approve Reserves and Dividend        None       None                   Mgmt
                        Policy
                 4      Approve Discharge of Management      For        For                    Mgmt
                        Board
                 5      Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 6      Discussion about Company's           None       None                   Mgmt
                        Corporate Governance Report
                 7      Approve Remuneration Policy for      For        For                    Mgmt
                        Management Board Members
                 8.1    Approve Stock Option Plan for        For        For                    Mgmt
                        Management Board; Approve
                        Reservation of 500,000 Shares to
                        Guarantee Conversion Rights
                 8.2    Approve Stock Option Plans for       For        For                    Mgmt
                        Other Employees; Approve
                        Reservation of 4.5 Million Shares
                        to Guarantee Conversion Rights
                 9      Increase Size of Supervisory Board   For        For                    Mgmt
                        from Six to Seven Members; Reelect
                        H. Bodt and Elect F. Froehlich and
                        A. van der Poel to Supervisory
                        Board
                 10     Amend Articles Re: Changes to        For        For                    Mgmt
                        Company's Corporate Governance
                        Structure to Reflect
                        Recommendations by Dutch Corporate
                        Governance Code; Indemnification
                        of Management and Supervisory
                        Boards
                 11     Grant Board Authority to Issue       For        For                    Mgmt
                        Authorized Yet Unissued Ordinary
                        Shares Restricting/Excluding
                        Preemptive Rights Up to 20 Percent
                        of Issued Share Capital
                 12     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 13     Other Business (Non-Voting)          None       None                   Mgmt
                 14     Close Meeting                        None       None                   Mgmt


04/29/04 - A     Astrazeneca Plc (Formerly        G0593M107                          None                20,769
                 Zeneca Plc)
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Confirm First Interim Dividend of    For        For                    Mgmt
                        USD 0.255 Per Ordinary Share and
                        Confirm as the Final Dividend the
                        Second Interim Dividend of USD
                        0.540 Per Ordinary Share
                 3      Reappoint KPMG Audit Plc as          For        For                    Mgmt
                        Auditors of the Company
                 4      Authorise Board to Fix               For        For                    Mgmt
                        Remuneration of the Auditors
                 5a     Re-elect Percy Barnevik as Director  For        For                    Mgmt
                 5b     Re-elect Hakan Mogren as Director    For        For                    Mgmt
                 5c     Re-elect Sir Tom McKillop as         For        For                    Mgmt
                        Director
                 5d     Re-elect Jonathan Symonds as         For        For                    Mgmt
                        Director
                 5e     Re-elect Sir Peter Bonfield as       For        For                    Mgmt
                        Director
                 5f     Re-elect John Buchanan as Director   For        For                    Mgmt
                 5g     Re-elect Jane Henney as Director     For        For                    Mgmt
                 5h     Elect Michele Hooper as Director     For        For                    Mgmt
                 5i     Elect Joe Jimenez as Director        For        For                    Mgmt
                 5j     Re-elect Erna Moller as Director     For        For                    Mgmt
                 5k     Re-elect Dame Bridget Ogilvie as     For        For                    Mgmt
                        Director
                 5l     Elect Louis Schweitzer as Director   For        For                    Mgmt
                 5m     Re-elect Marcus Wallenberg as        For        For                    Mgmt
                        Director
                 6      Approve Remuneration Report          For        For                    Mgmt
                 7      Adopt New Articles of Association    For        For                    Mgmt
                 8      Authorise EU Political Donations     For        For                    Mgmt
                        up to Aggregate Nominal Amount of
                        USD 150,000
                 9      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of USD 140,456,500
                 10     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of USD 21,068,745
                 11     Authorise up to 10 Percent of the    For        For                    Mgmt
                        Company's Issued Share Capital for
                        Market Purchase
                 12     Approve Increase in Remuneration     For        For                    Mgmt
                        of Non-Executive Directors from
                        GBP 750,000 to GBP 1,100,000


05/26/04 - A     Autonomy Corporation Plc         G0669T101                          None                 9,512
                 *AUTN*
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Re-elect Michael Lynch as Director   For        For                    Mgmt
                 4      Elect Mark Opzoomer as Director      For        For                    Mgmt
                 5      Elect Sushovan Hussain as Director   For        For                    Mgmt
                 6      Re-appoint Deloitte and Touche as    For        For                    Mgmt
                        Auditors and Authorise Board to
                        Fix Remuneration of Auditors
                 7      Authorise 16,640,000 Ordinary        For        For                    Mgmt
                        Shares for Market Purchase


06/11/04 - A/S   Aventis SA (Formerly             F0590R100                          None                    12
                 Rhone-Poulenc )
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 1.23 per Share
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 6      Ratify Yves Nicolas as Alternate     For        For                    Mgmt
                        Auditor
                        Special Business
                 7      Amend Article 7 to Reflect 2003      For        Against                Mgmt
                        Legal Changes Re: Shareholding
                        Disclosure Requirement
                 8      Amend Article 11 to Set Term of      For        For                    Mgmt
                        Management Board Members at Three
                        Years, Down From Five Years
                        Previously
                 9      Amend Article 13 to Set Term of      For        For                    Mgmt
                        Supervisory Board Members at Three
                        Years, Down From Five Years
                        Previously
                        Ordinary Business
                 10     Reelect Jean-Marc Bruel as           For        For                    Mgmt
                        Supervisory Board Member
                 11     Reelect Martin Fruhauf as            For        For                    Mgmt
                        Supervisory Board Member
                 12     Reelect Serge Kampf as Supervisory   For        For                    Mgmt
                        Board Member
                 13     Reelect Hubert Markl as              For        For                    Mgmt
                        Supervisory Board Member
                 14     Reelect Gunter Metz as Supervisory   For        For                    Mgmt
                        Board Member
                 15     Reelect Didier Pineau-Valencienne    For        For                    Mgmt
                        as Supervisory Board Member
                 16     Reelect Seham Razzouqi as            For        For                    Mgmt
                        Supervisory Board Member
                 17     Reelect Michel Renault as            For        For                    Mgmt
                        Supervisory Board Member
                 18     Reelect Hans-Jurgen Schinzler as     For        For                    Mgmt
                        Supervisory Board Member
                 19     Reelect Marc Vienot as Supervisory   For        For                    Mgmt
                        Board Member
                 20     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


04/21/04 - A/S   Axa (Formerly Axa-Uap)           F06106102                          None                17,803
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 0.57 per Share
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Reelect Claude Bebear as             For        Against                Mgmt
                        Supervisory Board Member
                          Lack  of  information  regarding  current  board
                          composition and board committee membership.
                 6      Ratify Mazars & Guerard as Auditors  For        For                    Mgmt
                 7      Ratify Jean Louis Simon as           For        For                    Mgmt
                        Alternate Auditor
                 8      Elect Willy Avereyn as               None       Against                Mgmt
                        Representative of Employee
                        Shareholders to the Supervisory
                        Board, Pending Approval of Item 13
                          Board    composition    should    reflect    the
                          shareholder  base  of  the  company.   Only  one
                          candidate   for   representative   of   employee
                          shareholders  can be appointed under Items 8-10.
                          Candidate    proposed    under    Item   10   is
                          management's choice.
                 9      Elect Cees de Jong as                None       Against                Mgmt
                        Representative of Employee
                        Shareholders to the Supervisory
                        Board, Pending Approval of Item 13
                          Board    composition    should    reflect    the
                          shareholder  base  of  the  company.   Only  one
                          candidate   for   representative   of   employee
                          shareholders  can be appointed under Items 8-10.
                          Candidate    proposed    under    Item   10   is
                          management's choice.
                 10     Elect Jacques Tabourot as            For        For                    Mgmt
                        Representative of Employee
                        Shareholders to the Supervisory
                        Board, Pending Approval of Item 13
                 11     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        Special Business
                 12     Allow Board to Issue Shares in the   For        Against                Mgmt
                        Event of a Public Tender Offer or
                        Share Exchange Offer
                          Potential antitakeover device.
                 13     Amend Article 10 Re: Appointment     For        For                    Mgmt
                        of Representative of Employee
                        Shareholders to the Supervisory
                        Board
                 14     Amend Article 10 Re: Appointment     Against    Against                Mgmt
                        of Employee Representative to the
                        Supervisory Board
                 15     Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 16     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


12/29/03 - S     Banca Intesa SPA (Formerly       T17074104                          None                48,702
                 IntesaBci Spa )
                        Ordinary Business
                 1      Fix Number of Directors on the       For        Against                Mgmt
                        Board; Elect Directors; Determine
                        Directors' Term and Remuneration
                          Shareholders  are  asked  to fix the size of the
                          board  of  directors  and to  elect  and set the
                          remuneration of each member of the board.  Board
                          of  directors  may be  composed  of a number  of
                          members   between  15  and  25,   directors  are
                          elected for  three-year  terms,  and they may be
                          reelected.  No  information  is  disclosed  with
                          respect to directors  remuneration which will be
                          also voted on at this general meeting.  Bank did
                          not disclose  candidate  information  due to the
                          existence of the  shareholder  pact (even though
                          other Italian banks in the same  situation  do);
                          bank does not incorporate  governance  practices
                          such as the  adoption of a  Nominating  or Audit
                          Committee.


01/13/04 - S     Banca Intesa SPA (Formerly       T17074104                          None                48,702
                 IntesaBci Spa )
                        Ordinary Business
                 1      Fix Number of Directors on the       For        Against                Mgmt
                        Board; Elect Directors; Determine
                        Directors' Term and Remuneration


04/14/04 - A     Banca Intesa SPA (Formerly       T17074104                          04/09/04             2,436
                 IntesaBci Spa )
                        Annual Meeting Agenda
                 1      Approve Financial Statements,        For        For                    Mgmt
                        Statutory Reports, Allocation of
                        Income, and Distribution of
                        Reserves and/or Company Shares


04/15/04 - A     Banca Intesa SPA (Formerly       T17074104                          None                 2,436
                 IntesaBci Spa )
                        Annual Meeting Agenda
                 1      Approve Financial Statements,        For        For                    Mgmt
                        Statutory Reports, Allocation of
                        Income, and Distribution of
                        Reserves and/or Company Shares


06/23/04 - S     Banca Intesa SPA (Formerly       T17074104                          06/18/04            51,076
                 IntesaBci Spa )
                        Special Meeting Agenda
                 1      Amend Articles To Reflect New        For        Against                Mgmt
                        Italian Company Law Regulations
                          Some  of  the  proposed  articles  would  remove
                          important     oversight      mechanisms     from
                          shareholders   and  would  have  the  effect  of
                          limiting  rights  that  shareholders   would  be
                          entitled  to once the new  Italian  Company  Law
                          provisions would become effective.


06/24/04 - S     Banca Intesa SPA (Formerly       T17074104                          None                51,076
                 IntesaBci Spa )
                        Special Meeting Agenda
                 1      Amend Articles To Reflect New        For        Against                Mgmt
                        Italian Company Law Regulations


02/27/04 - A     Banco Bilbao Vizcaya             E11805103                          02/27/04            57,544
                 Argentaria
                 1      Approve Financial Statements,        For        For                    Mgmt
                        Allocation of Income and
                        Distribution of Dividend, and
                        Discharge Directors
                 2      Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with or
                        without Preemptive Rights
                 3      Authorize Issuance of Bonds up to    For        For                    Mgmt
                        Aggregate Nominal Amount of EUR
                        71.8 Billion
                 4      Amend Articles 24, 29, 31, 34, 35,   For        For                    Mgmt
                        37, 38, 45 Re: Attendance Rights,
                        Shareholder Information Rights,
                        Adoption of Agreements, Board
                        Election and Size, Board Member
                        Requirements, Board Vacancies,
                        Chairman and Secretary, Creation
                        and Composition of Board
                 5      Approve General Meeting              For        For                    Mgmt
                        Guidelines; Information Re: Board
                        Guidelines
                 6      Approve Listing (or Delisting) of    For        For                    Mgmt
                        Shares on Secondary/Foreign
                        Exchanges
                 7      Authorize Repurchase of Shares and   For        For                    Mgmt
                        Subsequent Cancellation of
                        Repurshased Shares
                 8      Reelect Deloitte & Touche Espana,    For        For                    Mgmt
                        S.L. as Auditors
                 9      Elect Jose Antonio Fernandez         For        For                    Mgmt
                        Rivero and Carlos Loring as New
                        Directors; Reelect Directors
                 10     Approve Fund Transfer to Employee    For        For                    Mgmt
                        Retirement Fund
                 11     Authorize Board to Ratify and        For        For                    Mgmt
                        Execute Approved Resolutions


04/30/04 - A     Banco Popolare di Verona e       T1866D101                          04/23/04               555
                 Novara Scrl (Frmly Banca
                 Popolare
                        Annual Meeting Agenda
                 1      Receive Directors' and Auditors'     None       None                   Mgmt
                        Reports
                 2      Approve Financial Statements and     For        For                    Mgmt
                        Allocation of Income
                 3      Approve Renunciation of Legal        For        For                    Mgmt
                        Action Against Manager of Former
                        Banca Popolare di Novara S.c.a.r.l
                 4      Elect Six Directors for the          For        Against                Mgmt
                        Three-Year Term 2004-2006
                          Lack of information
                 5      Elect One Director for the           For        Against                Mgmt
                        Two-Year Term 2004-2005
                          Lack of information


06/18/04 - A     Banco Santander Central          E19790109                          None                53,852
                 Hispano (frmly banco
                 Santander)
                 1      Accept Individual and Consolidated   For        For                    Mgmt
                        Financial Statements and Statutory
                        Reports
                 2      Approve Allocation of Income         For        For                    Mgmt
                 3      Reelect and Ratify Management Board  For        For                    Mgmt
                 4      Reelect Deloitte & Touche Espana     For        For                    Mgmt
                        SL as Auditors
                 5      Authorize Share Repurchase Program   For        For                    Mgmt
                 6      Amend Articles 8,15,16,22,and 23     For        For                    Mgmt
                        Re: Share Registry Entity,
                        Elimination of Shareholding
                        Requirement to Attend Shareholder
                        Meetings, Remote Voting and
                        Attendance; Add New Article and
                        Change Numeration of Company's
                        By-Laws
                 7      Approve New General Meeting          For        For                    Mgmt
                        Guidelines
                 8      Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights
                 9      Authorize Issuance of                For        For                    Mgmt
                        Non-Convertible Bonds
                 10     Authorize Board to Ratify and        For        For                    Mgmt
                        Execute Approved Resolutions
                 11     Accept Board Guidelines Report       For        For                    Mgmt


06/19/04 - A     Banco Santander Central          E19790109                          None                 3,586
                 Hispano (frmly banco
                 Santander)
                 1      Accept Individual and Consolidated   For        For                    Mgmt
                        Financial Statements and Statutory
                        Reports
                 2      Approve Allocation of Income         For        For                    Mgmt
                 3      Reelect and Ratify Management Board  For        For                    Mgmt
                 4      Reelect Deloitte & Touche Espana     For        For                    Mgmt
                        SL as Auditors
                 5      Authorize Share Repurchase Program   For        For                    Mgmt
                 6      Amend Articles 8,15,16,22,and 23     For        For                    Mgmt
                        Re: Share Registry Entity,
                        Elimination of Shareholding
                        Requirement to Attend Shareholder
                        Meetings, Remote Voting and
                        Attendance; Add New Article and
                        Change Numeration of Company's
                        By-Laws
                 7      Approve New General Meeting          For        For                    Mgmt
                        Guidelines
                 8      Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights
                 9      Authorize Issuance of                For        For                    Mgmt
                        Non-Convertible Bonds
                 10     Authorize Board to Ratify and        For        For                    Mgmt
                        Execute Approved Resolutions
                 11     Accept Board Guidelines Report       For        For                    Mgmt


04/30/04 - A     Bayer Ag                         D07112119                          None                   438
                 1      Receive Financial Statements,        For        For                    Mgmt
                        Statutory Reports, and Board
                        Reports; Approve Allocation of
                        Income and Dividends of EUR 0.50
                        Per Share
                 2      Approve Discharge of Management      For        For                    Mgmt
                        Board
                 3      Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 4      Approve Issuance of Convertible      For        For                    Mgmt
                        Bonds and/or Bonds with Warrants
                        Attached up to Aggregate Nominal
                        Amount of EUR 4 Billion with
                        Preemptive Rights; Approve
                        Creation of EUR 186.9 Million Pool
                        of Conditional Capital to
                        Guarantee Conversion Rights
                 5      Authorize Share Repurchase Program   For        For                    Mgmt
                        and Reissuance of Repurchased
                        Shares
                 6      Approve Restructuring Plan           For        For                    Mgmt
                 7      Approve Affiliation Agreements       For        For                    Mgmt
                        with Subsidiaries
                 8      Amend Articles Re: Renumeration of   For        For                    Mgmt
                        Supervisory Board Members
                 9      Ratify PWC Deutsche Revision AG as   For        For                    Mgmt
                        Auditors


04/29/04 - A     Bayerische Hypo- und             D08064103                          None                 7,298
                 Vereinsbank AG
                 1      Receive Financial Statements and     None       None                   Mgmt
                        Statutory Reports
                 2      Approve Discharge of Management      For        For                    Mgmt
                        Board
                 3      Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 4A     Reelect Manfred Bischoff to the      For        For                    Mgmt
                        Supervisory Board
                 4B     Reelect Volker Doppelfeld to the     For        For                    Mgmt
                        Supervisory Board
                 4C     Reelect Max Kley to the              For        For                    Mgmt
                        Supervisory Board
                 4D     Reelect Lothar Meyer to the          For        For                    Mgmt
                        Supervisory Board
                 4E     Reelect Hans-Juergen Schinzler to    For        For                    Mgmt
                        the Supervisory Board
                 4F     Reelect Albrecht Schmidt to the      For        For                    Mgmt
                        Supervisory Board
                 4G     Reelect Siegfried Sellitsch to the   For        For                    Mgmt
                        Supervisory Board
                 4H     Reelect Wilhelm Simson to the        For        For                    Mgmt
                        Supervisory Board
                 4I     Reelect Hans-Werner Sinn to the      For        For                    Mgmt
                        Supervisory Board
                 4J     Elect Mathias Doepfner to the        For        For                    Mgmt
                        Supervisory Board
                 4K     Elect Diether Muenich to the         For        For                    Mgmt
                        Supervisory Board
                 5      Approve Creation of EUR 990          For        Against                Mgmt
                        Million Pool of Conditional
                        Capital without Preemptive Rights
                          Excessive dilution of 40%.
                 6      Authorize Issuance of                For        For                    Mgmt
                        Participation Certificates Up to
                        Aggregate Nominal Value of EUR 1
                        Billion
                 7      Authorize Repurchase of up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 8      Authorize Share Repurchase Program   For        For                    Mgmt
                        and Reissuance of Repurchased
                        Shares
                 9      Amend Articles                       For        For                    Mgmt
                 10     Approve Affiliation Agreements       For        For                    Mgmt
                        with Subsidiaries (HVB Principal
                        Equity GmbH, and HVB Profil
                        Gesellschaft fuer
                        Personalmanagement mbH)
                 11     Approve Affiliation Agreements       For        For                    Mgmt
                        with Subsidiaries (HVB-Offene
                        Unternehmensbeteiligungs-AG, and
                        INDEXCHANGE Investment AG)
                 12     Ratify KPMG Deutsche Treuhand        For        For                    Mgmt
                        Gesellschaft AG as Auditors


11/13/03 - A     BHP Billiton Limited (Formerly   Q1498M100                          11/11/03            35,363
                 BHP Ltd.)
                 1      Accept Financial Statements for      For        For                    Mgmt
                        BHP Billiton Ltd and Statutory
                        Reports for the Year Ended June
                        30, 2003
                 2      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports for BHP Billiton
                        Plc for the Year Ended June 30,
                        2003
                 3      Elect D C Brink as Director of BHP   For        For                    Mgmt
                        Billiton Ltd
                 4      Elect D C Brink as Director of BHP   For        For                    Mgmt
                        Billiton Plc
                 5      Elect M A Chaney as Director of      For        For                    Mgmt
                        BHP Billiton Ltd
                 6      Elect M A Chaney as Director of      For        For                    Mgmt
                        BHP Billiton Plc
                 7      Elect Lord Renwick of Clifton as     For        For                    Mgmt
                        Director of BHP Billiton Ltd
                 8      Elect Lord Renwick of Clifton as     For        For                    Mgmt
                        Director of BHP Billitoon Plc as
                        Director
                 9      Elect M Salamon as Director of BHP   For        For                    Mgmt
                        Billiton Ltd
                 10     Elect M Salamon as Director of BHP   For        For                    Mgmt
                        Billiton Plc
                 11     Elect J G Buchanan as Director of    For        For                    Mgmt
                        BHP Billiton Ltd
                 12     Elect J G Buchanan as Director of    For        For                    Mgmt
                        BHP Billiton Plc
                 13     Approve KPMG Audit Plc and           For        For                    Mgmt
                        PricewaterhouseCoopers LLP as
                        Auditors and Authorize Board to
                        Fix Their Remuneration
                 14     Approve Authority to Allot Shares    For        For                    Mgmt
                        in BHP Billiton Plc
                 15     Approve Renewal of Authority to      For        For                    Mgmt
                        Allot Equity Securities for Cash
                 16     Authorize Share Repurchase Program   For        For                    Mgmt
                 17     Approve Remuneration Report for      For        For                    Mgmt
                        the Year Ended June 30, 2003
                 18     Approve the Grant of Deferred        For        For                    Mgmt
                        Shares, Options and Performance
                        Shares to Executive Director and
                        Chief Executive Officer, C W
                        Goodyear Under the BHP Billiton
                        Limited Group Incentive Scheme
                 19     Approve the Grant of Deferred        For        For                    Mgmt
                        Shares, Options and Performance
                        Shares to Executive Director and
                        Senior Minerals Executive, M
                        Salamon Under the BHP Billiton Plc
                        Group Incentive Scheme


05/13/04 - A/S   BNP Paribas SA (Fm. Banque       F1058Q238                          None                23,514
                 Nationale De Paris)
                        Ordinary Business
                 1      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 2      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 2.175 per Share
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Authorize Issuance of                For        For                    Mgmt
                        Bonds/Debentures in the Nominal
                        Value of Up to EUR 30 Billion
                 6      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 7      Reelect Louis Schweitzer as          For        For                    Mgmt
                        Director
                 8      Reelect Lindsay Owen-Jones as        For        For                    Mgmt
                        Director
                 9      Confirm Expiration of Term of        For        For                    Mgmt
                        David Peake as Director
                 10     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities
                        Special Business
                 11     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 1 Billion
                 12     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 340 Million
                 13     Authorize Capitalization of          For        For                    Mgmt
                        Reserves of Up to EUR 1 Billion
                        for Bonus Issue or Increase in Par
                        Value
                 14     Allow Board to Issue Shares in the   For        For                    Mgmt
                        Event of a Public Tender Offer or
                        Share Exchange Offer, Subject to
                        Certain Conditions
                 15     Amend Terms of Capital Increase      For        For                    Mgmt
                        Reserved for Employees
                        Participating in Savings-Related
                        Share Purchase Plan Submitted to
                        Shareholder Vote at May 14, 2003,
                        AGM/EGM
                 16     Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 17     Amend Articles of Association Re:    For        For                    Mgmt
                        Role of Chairman, Access to
                        Information, Internal Control
                        Procedures, Convening of Board
                        Meetings, and Signing of the
                        Minutes of Board Meetings
                 18     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


05/28/04 - A/S   BNP Paribas SA (Fm. Banque       F1058Q238                          None                19,414
                 Nationale De Paris)
                        Ordinary Business
                 1      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 2      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 2.175 per Share
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Authorize Issuance of                For        For                    Mgmt
                        Bonds/Debentures in the Nominal
                        Value of Up to EUR 30 Billion
                 6      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 7      Reelect Louis Schweitzer as          For        For                    Mgmt
                        Director
                 8      Reelect Lindsay Owen-Jones as        For        For                    Mgmt
                        Director
                 9      Confirm Expiration of Term of        For        For                    Mgmt
                        David Peake as Director
                 10     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities
                        Special Business
                 11     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 1 Billion
                 12     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 340 Million
                 13     Authorize Capitalization of          For        For                    Mgmt
                        Reserves of Up to EUR 1 Billion
                        for Bonus Issue or Increase in Par
                        Value
                 14     Allow Board to Issue Shares in the   For        For                    Mgmt
                        Event of a Public Tender Offer or
                        Share Exchange Offer, Subject to
                        Certain Conditions
                 15     Amend Terms of Capital Increase      For        For                    Mgmt
                        Reserved for Employees
                        Participating in Savings-Related
                        Share Purchase Plan Submitted to
                        Shareholder Vote at May 14, 2003,
                        AGM/EGM
                 16     Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 17     Amend Articles of Association Re:    For        For                    Mgmt
                        Role of Chairman, Access to
                        Information, Internal Control
                        Procedures, Convening of Board
                        Meetings, and Signing of the
                        Minutes of Board Meetings
                 18     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


05/21/04 - A     Cadbury Schweppes Plc            G17444152                          None                31,361
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Final Dividend of 8.35       For        For                    Mgmt
                        Pence Per Ordinary Share
                 3      Approve Remuneration Report          For        For                    Mgmt
                 4      Re-elect John Sunderland as          For        For                    Mgmt
                        Director
                 5      Elect Ken Hanna as Director          For        For                    Mgmt
                 6      Re-elect Rick Braddock as Director   For        For                    Mgmt
                 7      Re-elect Roger Carr as Director      For        For                    Mgmt
                 8      Re-elect David Thompson as Director  For        For                    Mgmt
                 9      Re-appoint Deloitte and Touche LLP   For        For                    Mgmt
                        as Auditors of the Company
                 10     Authorise Board to Fix               For        For                    Mgmt
                        Remuneration of the Auditors
                 11     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 85.27 Million
                 12     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 12.92 Million
                 13     Authorise 25.84 Million Ordinary     For        For                    Mgmt
                        Shares for Market Purchase
                 14     Amend Cadbury Schweppes Share        For        For                    Mgmt
                        Option Plan 1994
                 15     Amend Cadbury Schweppes plc 1997     For        For                    Mgmt
                        Long-Term Incentive Plan
                 16     Approve Cadbury Schweppes Bonus      For        For                    Mgmt
                        Share Retention Plan 2004
                 17     Amend Overseas Employee Share        For        For                    Mgmt
                        Schemes
                 18     Authorise the Board to Establish     For        For                    Mgmt
                        Further Employees Share Plan or
                        Plans


03/30/04 - A     Canon Inc.                       J05124144                          12/31/03            10,000
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 15, Final JY 35,
                        Special JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.3    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  cannot be  expected to fulfill the role
                          of   independent   monitor   of  the   company's
                          activities on behalf of all shareholders.
                 5      Appoint Additional External Auditor  For        For                    Mgmt
                 6      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors and Statutory Auditors
                 7      Approve Adjustment to Aggregate      For        For                    Mgmt
                        Compensation Ceiling for Directors
                        and Statutory Auditors


04/29/04 - A     Capita Group plc                 G1846J107                          None                20,500
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Approve Final Dividend of 2.7        For        For                    Mgmt
                        Pence Per Share
                 4      Re-elect Rodney Aldridge as          For        For                    Mgmt
                        Director
                 5      Re-elect Peter Cawdron as Director   For        For                    Mgmt
                 6      Re-appoint Ernst and Young LLP as    For        For                    Mgmt
                        Auditors of the Company
                 7      Authorise Board to Fix               For        For                    Mgmt
                        Remuneration of the Auditors
                 8      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 4,403,547
                 9      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 667,207
                 10     Authorise 66,720,159 Ordinary        For        For                    Mgmt
                        Shares for Market Purchase


04/22/04 - A     Carnival PLC (formerly P & O     G19081101                          None                 4,028
                 Princess Cruises Plc)
                 1      Re-elect Micky Arison as Director    For        For                    Mgmt
                        of Carnival Corporation and
                        Carnival plc
                 2      Re-elect Ambassador Richard Capen    For        For                    Mgmt
                        Jr as Director of Carnival
                        Corporation and Carnival plc
                 3      Re-elect Robert Dickinson as         For        For                    Mgmt
                        Director of Carnival Corporation
                        and Carnival plc
                 4      Re-elect Arnold Donald as Director   For        For                    Mgmt
                        of Carnival Corporation and
                        Carnival plc
                 5      Re-elect Pier Luigi Foschi as        For        For                    Mgmt
                        Director of Carnival Corporation
                        and Carnival plc
                 6      Re-elect Howard Frank as Director    For        For                    Mgmt
                        of Carnival Corporation and
                        Carnival plc
                 7      Re-elect Baroness Hogg as Director   For        For                    Mgmt
                        of Carnival Corporation and
                        Carnival plc
                 8      Re-elect Kirk Lanterman as           For        For                    Mgmt
                        Director of Carnival Corporation
                        and Carnival plc
                 9      Re-elect Modesto Maidique as         For        For                    Mgmt
                        Director of Carnival Corporation
                        and Carnival plc
                 10     Elect John McNulty as Director of    For        For                    Mgmt
                        Carnival Corporation and Carnival
                        plc
                 11     Re-elect Peter Ratcliffe as          For        For                    Mgmt
                        Director of Carnival Corporation
                        and Carnival plc
                 12     Re-elect Sir John Parker as          For        For                    Mgmt
                        Director of Carnival Corporation
                        and Carnival plc
                 13     Re-elect Stuart Subotnick as         For        For                    Mgmt
                        Director of Carnival Corporation
                        and Carnival plc
                 14     Re-elect Uzi Zucker as Director of   For        For                    Mgmt
                        Carnival Corporation and Carnival
                        plc
                 15     Reappoint PricewaterhouseCoopers     For        For                    Mgmt
                        LLP as Auditors of the Company
                 16     Authorise the Board to Fix           For        For                    Mgmt
                        Remuneration of the Auditors
                 17     Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 18     Approve Remuneration Report          For        For                    Mgmt
                 19     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of USD 24,299,397
                 20     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of USD 17,535,030


04/29/04 - A     Celesio AG (formerly Gehe AG)    D1497R104                          None                   830
                 1      Receive Financial Statements and     None       None                   Mgmt
                        Statutory Reports
                 2      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 0.90 per Share
                 3      Approve Discharge of Management      For        For                    Mgmt
                        Board
                 4      Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 5      Ratify PricewaterhouseCoopers        For        For                    Mgmt
                        Deutsche Revision AG as Auditors


05/10/04 - A     Centrica PLC                     G2018Z127                          None                87,200
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Approve Final Dividend of 3.7        For        For                    Mgmt
                        Pence Per Share
                 4      Re-elect Phil Bentley as Director    For        For                    Mgmt
                 5      Re-elect Mark Clare as Director      For        For                    Mgmt
                 6      Re-elect Roger Carr as Director      For        For                    Mgmt
                 7      Re-appoint PricewaterhouseCoopers    For        For                    Mgmt
                        LLP as Auditors of the Company
                 8      Authorise Board to Fix               For        For                    Mgmt
                        Remuneration of the Auditors
                 9      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 37,993,659
                 10     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 11,850,317
                 11     Authorise 426,611,414 Ordinary       For        For                    Mgmt
                        Shares for Market Purchase
                 12     Authorise EU Political Donations     For        For                    Mgmt
                        up to Aggregate Nominal Amount of
                        GBP 125,000


07/31/03 - A     Check Point Software             M22465104                          06/23/03             5,035
                 Technologies Inc *CHKP*
                 1      Elect Gil Shwed, Marius Nacht,       For        For                    Mgmt
                        David Rubner, Alex Serge Vieux,
                        and Dr. Tal Shavit as Directors
                 2      Elect Irwin Federman and Ray         For        For                    Mgmt
                        Rothrock as External Directors
                 3      Authorization for Chairman of the    For        For                    Mgmt
                        Board to Serve as Chairman of the
                        Board and Cheif Executive Officer
                 4      Accept Financial Statements for      For        For                    Mgmt
                        the Year Ended December 31, 2002
                 5      Approve Kost Forer & Gabbay as       For        For                    Mgmt
                        Auditors and Authorize Board to
                        Fix Their Remuneration
                 6      Approve Options to Purchase Two      For        Against                Mgmt
                        Million Shares to Gil Shwed,
                        Director and Officer, and One
                        Million Shares to Marius Nacht,
                        Director and Officer
                          Excessive dilution of 29.7%


06/30/04 - A     Check Point Software             M22465104                          05/21/04             6,735
                 Technologies Inc *CHKP*
                        Meeting for Holders of ADRs
                 1      ELECTION OF DIRECTORS (OTHER THAN    For        For                    Mgmt
                        OUTSIDE DIRECTORS): (NOTE:
                        DIRECTORS ARE ELECTED AS A GROUP,
                        NOT INDIVIDUALLY): GIL SHWED,
                        MARIUS NACHT, DAVID RUBNER, TAL
                        SHAVIT.
                 2      TO RATIFY THE CONSOLIDATED           For        For                    Mgmt
                        FINANCIAL STATEMENTS OF THE
                        COMPANY FOR THE YEAR ENDED
                        DECEMBER 31, 2003.
                 3      TO RATIFY THE APPOINTMENT AND        For        For                    Mgmt
                        COMPENSATION OF THE COMPANY S
                        INDEPENDENT PUBLIC ACCOUNTANTS.
                 4      TO APPROVE AMENDMENT TO DIRECTORS    For        Against                Mgmt
                        COMPENSATION.
                          Excessive dilution of 22.47%.
                 5      TO APPROVE EXECUTIVE OFFICERS        For        Against                Mgmt
                        COMPENSATION.
                          Excessive dilution of 22.47%.


05/20/04 - A     Cheung Kong Holdings             Y13213106                          05/18/04            41,000
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Final Dividend of HK$1.30    For        For                    Mgmt
                        Per Share
                 3a     Reelect Chung Sun Keung, Davy as     For        For                    Mgmt
                        Director
                 3b     Reelect Ip Tak Chuen, Edmond as      For        For                    Mgmt
                        Director
                 3c     Reelect Chiu Kwok Hung, Justin as    For        For                    Mgmt
                        Director
                 3d     Reelect Chow Kun Chee, Roland as     For        For                    Mgmt
                        Director
                 3e     Reelect Wong Yick-ming, Rosanna as   For        For                    Mgmt
                        Director
                 3f     Reelect Yeh Yuan Chang, Anthony as   For        For                    Mgmt
                        Director
                 4      Reappoint Deloitte Touche Tohmatsu   For        For                    Mgmt
                        as Auditors and Authorize Board to
                        Fix Their Remuneration
                 5a     Approve Issuance of Equity or        For        Against                Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights
                          Authority   provides  too  much  discretion  and
                          allows   directors  to  issue  shares  at  steep
                          discounts  to  related  parties.  Directors  may
                          also renew the share issuance  amount under this
                          authority without shareholder approval.
                 5b     Approve Repurchase of Up to 10       For        For                    Mgmt
                        Percent of Issued Capital
                 5c     Authorize Reissuance of              For        For                    Mgmt
                        Repurchased Shares


05/20/04 - S     Cheung Kong Holdings             Y13213106                          05/18/04            41,000
                        Special Business
                 1      Amend Articles Re: Nomination of     For        For                    Mgmt
                        Directors, Voting at Meetings,
                        Issuance of Share Certificate,
                        Removal of Director by Ordinary
                        Resolution


08/20/03 - S     China Trust Financial Holdings   Y15093100                          07/21/03            99,000
                 Company Ltd.
                 1.1    Receive Report on Issuance of 2003   None       None                   Mgmt
                        Corporate Bonds
                 2.1    Approve Equity Swap to Acquire       For        For                    Mgmt
                        Grand Commercial Bank
                 2.2    Amend Articles of Association        For        For                    Mgmt
                 3.1    Other Business                       None       None                   Mgmt


06/11/04 - A     China Trust Financial Holdings   Y15093100                          04/12/04           153,890
                 Company Ltd.
                 1.1    Receive Report on 2003 Business      None       None                   Mgmt
                        Operation Results
                 1.2    Receive Supervisors' Report          None       None                   Mgmt
                 1.3    Receive Report on Execution of       None       None                   Mgmt
                        Treasury Stocks
                 1.4    Receive Report on Execution of       None       None                   Mgmt
                        Unsecured Subordinate Corporate
                        Bonds
                 2.1    Accept the Revision of Plan for      For        Against                Mgmt
                        Utilization of 2002 Euro
                        Convertible Bonds Funds
                 2.2    Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2.3    Approve Allocation of Income and     For        For                    Mgmt
                        Dividends
                 3.1    Amend Operating Procedures for the   For        For                    Mgmt
                        Loan of Funds and Guarantees to
                        Other Parties
                 3.2    Approve Capitalization of Capital    For        For                    Mgmt
                        Reserve
                 3.3    Amend Articles of Association        For        For                    Mgmt
                 4      Other Business                       None       None                   Mgmt


11/26/03 - A     Coles Myer Ltd.                  Q26203101                          10/27/03            31,000
                 1      Presentations by Chairman and        None       None                   Mgmt
                        Chief Executive Officer
                 2      Accept Financial Statements and      None       None                   Mgmt
                        Statutory Reports
                 3a     Elect Richard H. Allert as Director  For        For                    Mgmt
                 3b     Elect R. Keith Barton as Director    For        For                    Mgmt
                 3c     Elect William P. Gurry as Director   For        For                    Mgmt
                 3d     Elect Anthony G. Hodgson as          For        For                    Mgmt
                        Director
                 3e     Elect Sandra V. McPhee as Director   For        For                    Mgmt
                 3f     Elect J. Michael Wemms as Director   For        For                    Mgmt
                 4      Approve Issuance of 1.5 Million      For        For                    Mgmt
                        Options to John E. Fletcher,
                        Managing Director and Chief
                        Executive Officer


06/10/04 - A/S   Compagnie De Saint Gobain        F80343100                          None                10,756
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 1.725 per Share
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 6      Reelect Jean-Louis Beffa as          For        For                    Mgmt
                        Director
                 7      Reelect Isabelle Bouillot as         For        For                    Mgmt
                        Director
                 8      Reelect Sylvia Jay as Director       For        For                    Mgmt
                 9      Reelect Jose Luis Leal as Director   For        For                    Mgmt
                 10     Ratify Appointment of Gian Paolo     For        For                    Mgmt
                        Caccini as Director
                 11     Ratify PricewaterhouseCoopers        For        For                    Mgmt
                        Audit as Auditors
                 12     Ratify KPMG Audit as Auditors        For        For                    Mgmt
                 13     Ratify Yves Nicolas as Alternate     For        For                    Mgmt
                        Auditor
                 14     Ratify Jean-Paul Vellutini as        For        For                    Mgmt
                        Alternate Auditor
                        Special Business
                 15     Amend Articles of Association to     For        Against                Mgmt
                        Reflect 2003 Legal Changes Re:
                        Shareholding Disclosure
                        Requirement, Access to Company
                        Information, and Responsibilities
                        of the Chairman
                 16     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


02/16/04 - A     Compass Group Plc                G23296182                          None               211,150
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Approve Final Dividend of 5.7        For        For                    Mgmt
                        Pence Per Share
                 4      Re-elect Michael Bailey as Director  For        For                    Mgmt
                 5      Re-elect Denis Cassidy as Director   For        For                    Mgmt
                 6      Re-elect Sir Francis Mackay as       For        For                    Mgmt
                        Director
                 7      Ratify Deloitte and Touche LLP as    For        For                    Mgmt
                        Auditors
                 8      Authorise Board to Fix               For        For                    Mgmt
                        Remuneration of Auditors
                 9      Authorise EU Political Donations     For        For                    Mgmt
                        up to GBP 125,000
                 10     Amend the Compass Group UK           For        For                    Mgmt
                        Savings-Related Share Option
                        Scheme, the Compass Group PLC
                        Internation Sharesave Scheme, the
                        Compass Group Share Option Plan,
                        the Compass Group Management Share
                        Option Plan and the Compass Group
                        Long-Term Incentive Plan
                 11     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 10.8 Million
                 12     Authorise 216,887,191 Shares for     For        For                    Mgmt
                        Market Repurchase


05/19/04 - A/S   CREDIT AGRICOLE SA               F22797108                          None                32,201
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Discharge Directors
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 0.825 per Share
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Elect Alain Dieval as Director in    For        Against                Mgmt
                        Replacement of Pierre Bastide
                          Lack of information
                 6      Elect Daniel Lebegue as Director     For        Against                Mgmt
                        in Replacement of Jean Peyrelevade
                          Lack of information
                 7      Elect Michel Michaut as Director     For        Against                Mgmt
                        in Replacement of Jean-Marie Sander
                          Lack of information
                 8      Reelect Pierre Bru as Director       For        Against                Mgmt
                          Lack of information
                 9      Reelect Yves Couturier as Director   For        Against                Mgmt
                          Lack of information
                 10     Reelect Pierre Kerfriden as          For        Against                Mgmt
                        Director
                          Lack of information
                 11     Reelect Jean Le Brun as Director     For        Against                Mgmt
                          Lack of information
                 12     Confirm End of Term of Cabinet       For        For                    Mgmt
                        Alain Laine as Auditors and
                        Cabinet Mazars & Guerard as Deputy
                        Auditor and Appoint New Auditors
                 13     Authorize Issuance of                For        For                    Mgmt
                        Bonds/Debentures Up to Aggregate
                        Amount of EUR 20 Billion
                 14     Approve Remuneration of Directors    For        For                    Mgmt
                        in the Aggregate Amount of EUR
                        670,000
                 15     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        Special Business
                 16     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 1 Billion
                 17     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 1 Bilion
                 18     Authorize Capitalization of          For        For                    Mgmt
                        Reserves of Up to EUR 3 Billion
                        for Bonus Issue or Increase in Par
                        Value
                 19     Approve Capital Increase Reserved    For        For                    Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                 20     Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 21     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


06/29/04 - A     Credit Saison Co. Ltd.           J7007M109                          03/31/04             5,800
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 0, Final JY 18, Special
                        JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors


04/30/04 - A     Credit Suisse Group (Formerly    H3698D419                          None                51,040
                 Cs Holding)
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Discharge of Board and       For        For                    Mgmt
                        Senior Management
                 3.1    Approve Allocation of Income and     For        For                    Mgmt
                        Omission of Dividends
                 3.2    Approve CHF 597.5 Million            For        For                    Mgmt
                        Reduction in Share Capital via
                        Reduction in Par Value and
                        Repayment to Shareholders
                 4      Elect Directors                      For        For                    Mgmt
                 4.2    Reelect KPMG Klynveld Peat Marwick   For        For                    Mgmt
                        Goerdeler SA as Auditors
                 4.3    Reelect BDO Sofirom as Special       For        For                    Mgmt
                        Auditors
                 5.1    Amend Articles Re: Submission of     For        For                    Mgmt
                        Shareholder Proposals
                 5.2    Amend Articles Re: Delete            For        For                    Mgmt
                        Provisions Concerning
                        Contributions In Kind


06/29/04 - A     Dai Nippon Printing Co. Ltd.     J10584100                          03/31/04            14,000
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 9.5, Final JY 11.5,
                        Special JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 3      Elect Director                       For        For                    Mgmt
                 4      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors


06/29/04 - A     Daito Trust Construction Co.     J11151107                          03/31/04               400
                 Ltd.
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 30, Final JY 33,
                        Special JY 0
                 2      Authorize Share Repurchase Program   For        For                    Mgmt
                 3      Amend Articles to: Amend Articles    For        For                    Mgmt
                        to: Decrease Authorized Capital to
                        Reflect Share Repurchase -
                        Authorize Share Repurchases at
                        Board's Discretion - Limit
                        Directors' and Internal Auditors'
                        Legal Liability
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 4      Elect Director                       For        For                    Mgmt
                 5.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 6      Approve Retirement Bonuses for       For        For                    Mgmt
                        Director and Statutory Auditor
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.
                 7      Approve Executive Stock Option Plan  For        Against                Mgmt
                          Maximum  dilution  from this plan,  coupled with
                          Daito Trust's previous option plans,  exceeds 10
                          percent.
                 8      Approve Amendment to Stock Option    For        For                    Mgmt
                        Plan Approved at 2001 AGM


06/23/04 - A     Daiwa Securities Group Co.       J11718111                          03/31/04            63,000
                 Ltd.
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 0, Final JY 10, Special
                        JY 0
                 2      Amend Articles to: Adopt             For        For                    Mgmt
                        U.S.-Style Board Structure -
                        Reduce Maximum Board Size -
                        Authorize Share Repurchases at
                        Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4      Approve Retirement Bonuses for       For        For                    Mgmt
                        Director and Statutory Auditors,
                        and Special Payments to Continuing
                        Directors in Connection with
                        Abolition of Retirement Bonus
                        System
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.
                 5      Approve Executive Stock Option Plan  For        For                    Mgmt


06/24/04 - A     Denso Corp.                      J12075107                          03/31/04            11,700
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 11, Final JY 13,
                        Special JY 0
                 2      Authorize Share Repurchase Program   For        For                    Mgmt
                 3      Amend Articles to: Expand Business   For        For                    Mgmt
                        Lines - Reduce Board Size - Reduce
                        Directors Term in Office -
                        Authorize Share Repurchases at
                        Board's Discretion
                 4      Elect Directors                      For        For                    Mgmt
                 5      Approve Executive Stock Option Plan  For        For                    Mgmt
                 6      Amend Stock Option Plans Approved    For        For                    Mgmt
                        at Last Four AGMs
                 7      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors


06/02/04 - A     Deutsche Bank                    D18190898                          05/27/04               426
                 1      Receive Financial Statements and     None       None                   Mgmt
                        Statutory Reports
                 2      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 1.50 per Share
                 3      Approve Discharge of Management      For        For                    Mgmt
                        Board
                 4      Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 5      Ratify KPMG Deutsche                 For        For                    Mgmt
                        Treuhand-Gesellschaft AG as
                        Auditors
                 6      Authorize Repurchase of up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        for Trading Purposes
                 7      Authorize Share Repurchase Program   For        For                    Mgmt
                        and Reissuance of Repurchased
                        Shares
                 8      Approve Creation of EUR 150          For        For                    Mgmt
                        Million Pool of Conditional
                        Capital with Preemptive Rights
                 9      Approve Creation of EUR 48 Million   For        For                    Mgmt
                        Pool of Conditional Capital with
                        Preemptive Rights
                 10     Approve Issuance of Convertible      For        For                    Mgmt
                        Bonds and/or Bonds with Warrants
                        Attached up to Aggregate Nominal
                        Amount of EUR 6 Billion with
                        Preemptive Rights; Approve
                        Creation of EUR 150 Million Pool
                        of Conditional Capital to
                        Guarantee Conversion Rights


05/12/04 - S     Dexia                            B3357R218                          None                   804
                        Special Meeting Agenda
                 1      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 2      Authorize Board to Repurchase        For        Against                Mgmt
                        Shares in the Event of a Public
                        Tender Offer or Share Exchange
                        Offer
                          Potential antitakeover device
                 3      Approve Cancellation of Company's    For        For                    Mgmt
                        Repurchased Shares
                 4      Authorize Board to Issue Shares in   For        Against                Mgmt
                        the Event of a Public Tender Offer
                        or Share Exchange Offer
                          Potential antitakeover device
                 5      Approve Issuance of Warrants         For        For                    Mgmt
                        Pursuant to 2004 Employee
                        Shareholding Plan
                 6      Authorize Board to Implement         For        For                    Mgmt
                        Approved Resolutions


10/22/03 - A     Diageo Plc (Formerly Guinness    G42089113                          None                46,380
                 Plc)
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Approve Final Dividend of 15.7       For        For                    Mgmt
                        Pence Per Share
                 4      Reelect Lord Blyth as Director       For        For                    Mgmt
                 5      Reelect Keith Oates as Director      For        For                    Mgmt
                 6      Reelect Paul Walsh as Director       For        For                    Mgmt
                 7      Approve KPMG Audit Plc as Auditors   For        For                    Mgmt
                        and Authorize Board to Fix Their
                        Remuneration
                 8      Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of GBP 44,833,003
                 9      Authorize 309,885,718 Shares for     For        For                    Mgmt
                        Share Repurchase Program


09/03/03 - A     DS SMITH PLC (Formerly David     G82314108                          None                24,000
                 S. Smith (Holdings) PLC)
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Final Dividend of 6 Pence    For        For                    Mgmt
                        Per Share
                 3      Approve Remuneration Report          For        For                    Mgmt
                 4      Reelect Peter Johnson as Director    For        For                    Mgmt
                 5      Reelect Richard Marton as Director   For        For                    Mgmt
                 6      Reelect Daniel Piette as Director    For        For                    Mgmt
                 7      Elect Gavin Morris as Director       For        For                    Mgmt
                 8      Ratify KPMG Audit Plc as Auditors    For        For                    Mgmt
                 9      Authorize Board to Fix               For        For                    Mgmt
                        Remuneration of Auditors
                 10     Approve French Executive Share       For        For                    Mgmt
                        Option Scheme
                 11     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of GBP 9,014,373
                 12     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of GBP 1,609,709
                 13     Authorize 32,154,047 Shares for      For        For                    Mgmt
                        Share Repurchase Program


03/22/04 - S     DS SMITH PLC (Formerly David     G82314108                          None                24,000
                 S. Smith (Holdings) PLC)
                 1      Approve Acquisition of LINPAC        For        For                    Mgmt
                        Containers Limited


04/28/04 - A     E.ON AG (formerly Veba Ag)       D24909109                          None                   160
                 1      Receive Financial Statements and     None       None                   Mgmt
                        Statutory Reports
                 2      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 2.00 per Share
                 3      Approve Discharge of Management      For        For                    Mgmt
                        Board
                 4      Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 5      Amend Articles Re: Allow for the     For        For                    Mgmt
                        Issuance of Dividends in Kind
                 6      Approve Affiliation Agreements       For        For                    Mgmt
                        with Subsidiaries (E.ON Nordic
                        Holding GmbH)
                 7      Authorize Share Repurchase Program   For        For                    Mgmt
                        and Reissuance of Repurchased
                        Shares
                 8      Ratify PwC Deutsche Revision AG as   For        For                    Mgmt
                        Auditors


07/18/03 - A     Electrocomponents PLC            G29848101                          None                76,520
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        Against                Mgmt
                          The   total   cost   of  the   company's   plans
                          calculated in this year is 8.21  percent,  which
                          exceeds the  allowable  cap for this  company of
                          7.52 percent.
                 3      Approve Final Dividend of 11.75      For        For                    Mgmt
                        Pence Per Share
                 4      Reelect Timothy Barker as Director   For        For                    Mgmt
                 5      Reelect Jeff Hewitt as Director      For        For                    Mgmt
                 6      Reelect Nick Temple as Director      For        For                    Mgmt
                 7      Approve KPMG Audit Plc as Auditors   For        For                    Mgmt
                        and Authorize Board to Fix Their
                        Remuneration
                 8      Authorize 43,520,665 Shares for      For        For                    Mgmt
                        Share Repurchase Program


05/25/04 - A/S   Eni Spa                          T3643A145                          05/20/04            55,389
                        Ordinary Business
                 1      Accept Financial Statements,         For        For                    Mgmt
                        Consolidated Accounts, and
                        Statutory Reports
                 2      Approve Allocation of Income         For        For                    Mgmt
                 3      Authorize Share Repurchase Program   For        For                    Mgmt
                 4      Elect External Auditors for the      For        For                    Mgmt
                        Three-Year Term 2004-2006 and Fix
                        Remuneration of Auditors
                 5      Amend Article 2 of the Set of        For        For                    Mgmt
                        Rules Governing General Meetings
                        of Eni Spa
                 6      Approve Remuneration of Directors    For        For                    Mgmt
                        Special Business
                 1      Amend Articles To Reflect New        For        Against                Mgmt
                        Italian Company Law Regulations
                          Some  of  the  proposed  articles  would  remove
                          important     oversight      mechanisms     from
                          shareholders   and  would  have  the  effect  of
                          limiting  rights  that  shareholders   would  be
                          entitled  to once the new  Italian  Company  Law
                          provisions would become effective.
                 2      Amend Articles 17, 19, and 28 of     For        For                    Mgmt
                        the Company's Bylaws


05/28/04 - A/S   Eni Spa                          T3643A145                          None                55,389
                        Ordinary Business
                 1      Accept Financial Statements,         For        For                    Mgmt
                        Consolidated Accounts, and
                        Statutory Reports
                 2      Approve Allocation of Income         For        For                    Mgmt
                 3      Authorize Share Repurchase Program   For        For                    Mgmt
                 4      Elect External Auditors for the      For        For                    Mgmt
                        Three-Year Term 2004-2006 and Fix
                        Remuneration of Auditors
                 5      Amend Article 2 of the Set of        For        For                    Mgmt
                        Rules Governing General Meetings
                        of Eni Spa
                 6      Approve Remuneration of Directors    For        For                    Mgmt
                        Special Business
                 1      Amend Articles To Reflect New        For        Against                Mgmt
                        Italian Company Law Regulations
                 2      Amend Articles 17, 19, and 28 of     For        For                    Mgmt
                        the Company's Bylaws


07/24/03 - S     Equant N.V.                      N30411115                          None                 2,103
                 1      Open Meeting                         None       None                   Mgmt
                 2      Allow Questions                      None       None                   Mgmt
                 3.1    Approve Resignation and Discharge    For        For                    Mgmt
                        of John Allkins from Management
                        Board
                 3      Elect Directors                      For        Against                Mgmt
                 3.2    Elect Jacques Kerrest to
                        Management Board --- Against
                          Since    shareholders    would   not   have   an
                          opportunity   to  evaluate  the  board  member's
                          performance  and hold the  director  accountable
                          with  an  indefinite  term,  this  item  is  not
                          supportable.
                 3.3    Approve Resignation and Discharge    For        For                    Mgmt
                        of John Watson from Supervisory
                        Board
                 3      Elect Supervisory Board Member       For        Against                Mgmt
                 3.4    Elect Hans-Peter Kohlhammer to
                        Supervisory Board --- Against
                          Since    shareholders    would   not   have   an
                          opportunity   to  evaluate  the  board  member's
                          performance  and hold the  director  accountable
                          with  an  indefinite  term,  this  item  is  not
                          supportable.
                 4      Close Meeting                        None       None                   Mgmt


10/28/03 - S     Equant N.V.                      N30411115                          None                 2,103
                 1      Open Meeting                         None       None                   Mgmt
                 2      Allow Questions                      For        For                    Mgmt
                 3.1    Approve Resignation and Discharge    For        For                    Mgmt
                        of Didier Delepine as President
                        and CEO
                 3      Elect Directors                      For        For                    Mgmt
                 4      Close Meeting                        None       None                   Mgmt


06/29/04 - A     Fanuc Ltd.                       J13440102                          03/31/04             3,100
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 11, Final JY 12,
                        Special JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 3      Elect Directors                      For        For                    Mgmt
                 4      Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5      Approve Adjustment to Aggregate      For        For                    Mgmt
                        Compensation Ceilings for
                        Directors and Statutory Auditors
                 6      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors and Statutory Auditor


12/10/03 - S     Fomento Economico Mexicano       P4182H115                          None                67,500
                 S.A. (Femsa)
                 1      Amend Articles Re: Compliance with   For        For                    Mgmt
                        Mexican Market Law
                 2      Designate Inspector or Shareholder   For        For                    Mgmt
                        Representative(s) of Minutes of
                        Meeting
                 3      Approve Minutes of Meeting           For        For                    Mgmt


03/11/04 - A     Fomento Economico Mexicano       P4182H115                          None                67,500
                 S.A. (Femsa)
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Allocation of Income and     For        Against                Mgmt
                        Dividends
                          Poor  dividend  payout  ratio of under  30% over
                          last six years.
                 3      Fix the Maximum Amount to Be Used    For        For                    Mgmt
                        in the Share Repurchase
                 4      Elect Management and Supervisory     For        For                    Mgmt
                        Boards and Fix Their Remuneration
                 5      Elect Committees                     For        For                    Mgmt
                 6      Designate Shareholders to Approve    For        For                    Mgmt
                        and Sign Minutes of Meeting
                 7      Approve Minutes of Meeting           For        For                    Mgmt


05/04/04 - S     Fortis SA/NV (frmly Fortis B     B4399L102                          None                11,570
                 (Formerly Fortis AG ))
                        Special Meeting Agenda
                 1      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 2      Amend Articles of Association Re:    For        For                    Mgmt
                        General Matters


05/26/04 - A/S   Fortis SA/NV (frmly Fortis B     B4399L102                          None                 4,951
                 (Formerly Fortis AG ))
                        Annual Meeting Agenda
                 1      Open Meeting                         For        For                    Mgmt
                 2.1    Accept Financial Statements          For        For                    Mgmt
                 2.2    Approve Dividends in the Amount of   For        For                    Mgmt
                        EUR 0.92 Per Share
                 2.3    Approve Discharge of Directors and   For        For                    Mgmt
                        Auditors
                 3      Discussion about Company's           None       None                   Mgmt
                        Corporate Governance Report
                 4      Elect Directors                      For        For                    Mgmt
                        Special Meeting Agenda
                 5      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 6      Amend Articles Re: Composition and   For        For                    Mgmt
                        Powers of Main Corporate Bodies;
                        Compliance with Dutch Corporate
                        Governance Code; Other Amendments
                 7      Close Meeting                        For        For                    Mgmt


10/06/03 - S     France Telecom SA                F4113C103                          None                30,100
                        Ordinary Business
                 1      Amend Terms of Share Repurchase      For        For                    Mgmt
                        Plan Submitted to Shareholder Vote
                        at May 27, 2003, AGM/EGM
                        Special Business
                 2      Authorize Board to Issue Up to 100   For        For                    Mgmt
                        Million Shares to Participants of
                        Orange's Stock Option Plan, Share
                        Purchase Plan, Orange Senior
                        Discretionary Share Plan and
                        Restricted Share Plan, As Well As
                        Signatories of France Telecom
                        Liquidity Agreement
                 3      Approve Capital Increase Reserved    For        For                    Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                 4      Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


04/09/04 - A/S   France Telecom SA                F4113C103                          None                 1,400
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Discharge Directors for Fiscal
                        Year Ended Dec. 2003
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                        for Fiscal Year Ended Dec. 2003
                 3      Approve Treatment of Losses and      For        For                    Mgmt
                        Dividends of EUR 0.25 per Share
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        Special Business
                 6      Fix Issue Price of Previous          For        For                    Mgmt
                        Authority to Issue Equity or
                        Equity-Linked Securities without
                        Preemptive Rights Submitted to
                        Shareholder Vote at Feb. 25, 2003
                        EGM to Increase Capital by up to
                        EUR 30 Billion
                 7      Amend Article 1, 2, and 7 to         For        For                    Mgmt
                        Reflect 2003 Legislative Changes,
                        Postal Service and
                        Telecommunication Code, and
                        European Parliament Directives
                 8      Amend Articles to Reflect 2003       For        For                    Mgmt
                        Legislative Changes; Remove French
                        Government Obligation to Retain
                        Majority Stake in Company and
                        Amend Articles with Respect to
                        Board Composition
                 9      Amend Articles to Reflect            For        For                    Mgmt
                        Potential Change in Control with
                        Respect to Powers of Chairman and
                        Management
                 10     Amend Articles of Association to     For        For                    Mgmt
                        Introduce Liquidation Provision
                 11     Authorize Board to Issue Up to 30    For        For                    Mgmt
                        Million Shares to Participants of
                        Wanadoo Stock Option Plan in
                        Connection with France Telecom
                        Liquidity Agreement
                 12     Approve Capital Increase Reserved    For        Against                Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                          Approval  of this plan could  increase  dilution
                          to 12.67%.
                 13     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


06/24/04 - A     Fujisawa Pharmaceutical Co.      J15162118                          03/31/04               700
                 Ltd.
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 9, Final JY 13, Special
                        JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                 3      Approve Merger Agreement with        For        For                    Mgmt
                        Yamanouchi Pharmaceutical Co.
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  can be  expected to fulfill the role of
                          independent monitor of the company's  activities
                          on behalf of all shareholders.
                 4.3    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  can be  expected to fulfill the role of
                          independent monitor of the company's  activities
                          on behalf of all shareholders.
                 5      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors and Statutory Auditors
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.


06/24/04 - A     Funai Electric                   J16307100                          03/31/04             2,200
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 0, Final JY 20, Special
                        JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.3    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.4    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5      Approve Executive Stock Option Plan  For        For                    Mgmt
                 6      Approve Retirement Bonus for         For        For                    Mgmt
                        Director
                 7      Approve Retirement Bonuses for       For        For                    Mgmt
                        Statutory Auditors
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.


04/14/04 - A     Gas Natural SDG, S.A.            E5499B123                          None                15,150
                 1      Approve Financial Statements,        For        For                    Mgmt
                        Allocation of Income and Discharge
                        Directors
                 2      Approve Transfer of Amortization     For        For                    Mgmt
                        Account to Voluntary Reserves
                 3      Approve Transfer of Emergency        For        For                    Mgmt
                        Reserves, Balance Standardization
                        Reserve, Social Reserve, and
                        Merger Reserve to Voluntary
                        Reserves
                 4      Elect Management Board               For        For                    Mgmt
                 5      Approve General Meeting              For        For                    Mgmt
                        Guidelines; Present Board
                        Guidelines Report
                 6      Authorize Board to Transfer Gas      For        For                    Mgmt
                        Distribution Activities to Gas
                        Natural Distribucion SDG, S.A.
                 7      Authorize Repurchase of Shares       For        For                    Mgmt
                 8      Reelect PriceWaterhouseCoopers,      For        For                    Mgmt
                        S.L. as Auditors
                 9      Authorize Board to Ratify and        For        For                    Mgmt
                        Execute Approved Resolutions
                 10     Allow Questions                      None       None                   Mgmt


05/17/04 - A     GlaxoSmithKline PLC (formerly    G3910J112                          None               136,047
                 Glaxo Wellcome Plc )
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Elect Lawrence Culp as Director      For        For                    Mgmt
                 4      Elect Crispin Davis as Director      For        For                    Mgmt
                 5      Elect Sir Robert Wilson as Director  For        For                    Mgmt
                 6      Elect Tachi Yamada as Director       For        For                    Mgmt
                 7      Re-elect Sir Christopher Hogg as     For        For                    Mgmt
                        Director
                 8      Re-appoint PricewaterhouseCoopers    For        For                    Mgmt
                        LLP as Auditors of the Company
                 9      Authorise Board to Fix               For        For                    Mgmt
                        Remuneration of the Auditors
                 10     Authorise EU Political Donations     For        For                    Mgmt
                        up to Aggregate Nominal Amount of
                        GBP 100,000
                 11     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 74,330,954
                 12     Authorise 594,647,632 Ordinary       For        For                    Mgmt
                        Shares for Market Purchase


01/13/04 - S     Granada PLC (frmrly. Granada     G4049Q100                          None                53,148
                 Compass)
                 1      To Give Effect to the Scheme of      For        For                    Mgmt
                        Arrangement Between the Company
                        and Holders of its Scheme Shares
                 2      Approve ITV Approved Executive       For        For                    Mgmt
                        Share Option Scheme
                 3      Approve ITV Unapproved Executive     For        For                    Mgmt
                        Share Option Scheme
                 4      Approve ITV Commitment Scheme        For        For                    Mgmt
                 5      Approve ITV Savings-Related Share    For        For                    Mgmt
                        Option Scheme
                 6      Approve ITV Share Incentive Plan     For        For                    Mgmt
                 7      Establish Plans for Oversea          For        For                    Mgmt
                        Employees of ITV


04/06/04 - A/S   Groupe Danone                    F12033134                          None                    11
                        Ordinary Business
                 1      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 2      Approve Financial Statements,        For        For                    Mgmt
                        Statutory Reports, and
                        Consolidated Financial Statements
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 3.675 per Share
                 4      Ratify Changed Location of           For        For                    Mgmt
                        Registered Office/Headquarters
                 5      Reelect Franck Riboud as Director    For        For                    Mgmt
                 6      Reelect Emmanuel Faber as Director   For        For                    Mgmt
                 7      Maintain Jerome Seydoux as Director  For        For                    Mgmt
                 8      Ratify Mazars & Guerard as Auditors  For        For                    Mgmt
                 9      Ratify PricewaterhouseCoopers        For        For                    Mgmt
                        Audit as Auditors
                 10     Ratify Patrick de Cambourg as        For        For                    Mgmt
                        Alternate Auditor
                 11     Ratify Anne Monteil as Alternate     For        For                    Mgmt
                        Auditor
                 12     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        Special Business
                 13     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 45 Million
                 14     Authorize Issuance of Equity or      For        Against                Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 45 Million
                 15     Approve Capital Increase Reserved    For        For                    Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                 16     Adopt New Articles Pursuant to       For        Against                Mgmt
                        Amendments to Reflect Financial
                        Security legislation, and Amended
                        Corporate Purpose
                          Amendment    provides    for   a    shareholding
                          disclosure  requirement of 0.5 percent.  A level
                          of  disclosure  below  5  percent  does  not add
                          substantially to shareholders'  interest and may
                          be a  pretext  for an  antitakeover  defense.  A
                          lower  level also  requires a greater  number of
                          shareholders   to  disclose   their   ownership,
                          causing a greater burden to shareholders  and to
                          the company.  Furthermore,  in  accordance  with
                          French  law,  shareholders  who  fail to  report
                          changes  to their  shareholdings  may have their
                          voting and economic  rights  suspended  for up a
                          period of up to five years.
                 17     Approve 2-for-1 Stock Split          For        For                    Mgmt
                 18     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


04/15/04 - A/S   Groupe Danone                    F12033134                          None                    43
                        Ordinary Business
                 1      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 2      Approve Financial Statements,        For        For                    Mgmt
                        Statutory Reports, and
                        Consolidated Financial Statements
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 3.675 per Share
                 4      Ratify Changed Location of           For        For                    Mgmt
                        Registered Office/Headquarters
                 5      Reelect Franck Riboud as Director    For        For                    Mgmt
                 6      Reelect Emmanuel Faber as Director   For        For                    Mgmt
                 7      Maintain Jerome Seydoux as Director  For        For                    Mgmt
                 8      Ratify Mazars & Guerard as Auditors  For        For                    Mgmt
                 9      Ratify PricewaterhouseCoopers        For        For                    Mgmt
                        Audit as Auditors
                 10     Ratify Patrick de Cambourg as        For        For                    Mgmt
                        Alternate Auditor
                 11     Ratify Anne Monteil as Alternate     For        For                    Mgmt
                        Auditor
                 12     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        Special Business
                 13     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 45 Million
                 14     Authorize Issuance of Equity or      For        Against                Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 45 Million
                 15     Approve Capital Increase Reserved    For        For                    Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                 16     Adopt New Articles Pursuant to       For        Against                Mgmt
                        Amendments to Reflect Financial
                        Security legislation, and Amended
                        Corporate Purpose
                 17     Approve 2-for-1 Stock Split          For        For                    Mgmt
                 18     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


01/07/04 - S     Grupo Financiero BBVA Bancomer   P49505145                          None               377,000
                 1      Amend Articles Re: Compliance With   For        For                    Mgmt
                        Mexican Market Legislation
                 2      Designate Two Shareholders to        For        For                    Mgmt
                        Approve and Sign Minutes of Meeting


11/19/03 - S     Hays plc                         G4361D109                          None               146,742
                 1      Approve Hays Long Term               For        Against                Mgmt
                        Co-Investment Plan
                          Excessive  cost: The total cost of the company's
                          plans  calculated  in this year is 7.49 percent,
                          which   exceeds  the   allowable  cap  for  this
                          company of three percent.
                 2      Adopt New Articles of Association    For        For                    Mgmt


11/19/03 - A     Hays plc                         G4361D109                          None               146,742
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Final Dividend of 3.63       For        For                    Mgmt
                        Pence Per Share
                 3      Approve Remuneration Report          For        Against                Mgmt
                          Cost of company's plans is excessive.
                 4      Elect John Martin as Director        For        For                    Mgmt
                 5      Reelect Xavier Urbain as Director    For        For                    Mgmt
                 6      Reelect Brian Wallace as Director    For        For                    Mgmt
                 7      Reelect Denis Waxman as Director     For        For                    Mgmt
                 8      Ratify Deloitte and Touche LLP as    For        For                    Mgmt
                        Auditors
                 9      Authorize Board to Fix               For        For                    Mgmt
                        Remuneration of Auditors
                 10     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of GBP 5,783,762
                 11     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of GBP 867,564
                 12     Authorize 260,000,000 Shares for     For        For                    Mgmt
                        Share Repurchase Program


12/18/03 - S     Hays plc                         G4361D109                          None               146,742
                 1      Approve Sale of the Trading          For        For                    Mgmt
                        Operations and Certain Assets of
                        the Logistics Division of Hays plc
                        to Certain Purchasers Formed by
                        Platinum Equity, LLC


06/08/04 - A/S   Hermes International             F48051100                          None                   162
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Approve Discharge of Directors       For        For                    Mgmt
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Net Dividends of EUR 1.70 per Share
                 4      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 5      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 6      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 7      Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities
                        Special Business
                 8      Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 9      Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


06/23/04 - A     Honda Motor Co. Ltd.             J22302111                          03/31/04            11,500
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 19, Final JY 23,
                        Special JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.3    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5      Approve Adjustment to Aggregate      For        For                    Mgmt
                        Compensation Ceiling for Directors
                 6      Approve Payment of Annual Bonuses    For        For                    Mgmt
                        to Directors and Statutory Auditors
                 7      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors and Statutory Auditor


06/18/04 - A     Hoya Corp.                       J22848105                          03/31/04             2,000
                 1      Amend Articles to: Expand Business   For        For                    Mgmt
                        Lines - Authorize Share
                        Repurchases at Board's Discretion
                 2      Elect Directors                      For        For                    Mgmt
                 3      Approve Executive Stock Option Plan  For        For                    Mgmt


06/04/04 - A     Hypo Real Estate Holding AG      D3449E108                          None                13,589
                 1      Receive Financial Statements and     None       None                   Mgmt
                        Statutory Reports
                 2      Approve Allocation of Income and     For        For                    Mgmt
                        Omission of Dividends
                 3      Approve Discharge of Management      For        For                    Mgmt
                        Board
                 4      Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 5      Approve Creation of EUR 201.1        For        For                    Mgmt
                        Million Pool of Conditional
                        Capital with Preemptive Rights
                 6      Approve Issuance of Convertible      For        For                    Mgmt
                        Bonds and/or Bonds with Warrants
                        Attached up to Aggregate Nominal
                        Amount of EUR 450 Million with
                        Preemptive Rights; Approve
                        Creation of EUR 40.2 Million Pool
                        of Conditional Capital to
                        Guarantee Conversion Rights
                 7      Amend Articles Re: Changes to the    For        For                    Mgmt
                        Remuneration of the Supervisory
                        Board Members
                 8      Approve Conversion of Preference     For        For                    Mgmt
                        Shares into Common Shares
                 9      Special Resolution for Holders of    For        For                    Mgmt
                        Common Shares: Approve Conversion
                        of Preference Shares into Common
                        Shares
                 10     Amend Articles Re: Supervisory       For        For                    Mgmt
                        Board
                 11     Elect Ferdinand Graf von             For        For                    Mgmt
                        Ballestrem, Antoine
                        Jeancourt-Galignani, Pieter
                        Korteweg, Robert Mundheim, Klaus
                        Pohle, and Kurt Viermetz to the
                        Supervisory Board
                 12     Ratify KPMG Deutsche                 For        For                    Mgmt
                        Treuhand-Gesellschaft AG as
                        Auditors


07/18/03 - A     Industria de Diseno Textil       E6282J109                          None                17,800
                 (INDITEX)
                 1      Approve Individual and               For        For                    Mgmt
                        Consolidated Financial Statements
                        and Statutory Reports; Discharge
                        Directors
                 2      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends
                 3      Elect Directors                      For        For                    Mgmt
                 4      Amend Articles Re: General           For        For                    Mgmt
                        Meetings, Voting Rights, Adoption
                        of Resolutions, Board Composition,
                        Quorum Requirements, and
                        Establishment of Audit Committee
                 5      Approve Board Guidelines             For        For                    Mgmt
                 6      Authorize Repurchase of shares       For        For                    Mgmt
                 7      Authorize Board to Ratify and        For        For                    Mgmt
                        Execute Approved Resolutions


04/27/04 - A     ING Groep NV                     N4578E413                          04/20/04            36,560
                 1      Open Meeting                         None       None                   Mgmt
                 2.1    Receive Reports of Management and    None       None                   Mgmt
                        Supervisory Boards
                 2.2    Receive Explanation of Reserves      None       None                   Mgmt
                        and Dividend Policy
                 3.1    Approve Financial Statements of      For        For                    Mgmt
                        2003
                 3.2    Approve Dividends                    For        For                    Mgmt
                 4      Ratify Ernst & Young Accountants     For        For                    Mgmt
                        as Auditors
                 5.1    Approve Discharge of Management      For        For                    Mgmt
                        Board
                 5.2    Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 6      Discussion about Company's           None       None                   Mgmt
                        Corporate Governance Report
                 7.1    Approve Remuneration Policy of       For        For                    Mgmt
                        Management Board
                 7.2    Approve Long-Term Incentive Plan     For        For                    Mgmt
                        (50 Percent Stock Options and 50
                        Percent Performance Shares)
                 8      Amend Articles Re: Binding           For        For                    Mgmt
                        Director Nominations; Establish
                        Profile on Expertise and Ethical
                        Standards for Directors; Approve
                        Remuneration Policy for Management
                        Board; Threshold for Submitting
                        Shareholder Proposals; Reduce Par
                        Value of B Preference Share
                 9      Elect Supervisory Board Member       For        For                    Mgmt
                 10     Elect E. Bourdais de Charbonniere    For        For                    Mgmt
                        as New Member of Supervisory Board
                 11     Grant Board Authority to Issue       For        Against                Mgmt
                        Ordinary Shares
                        Restricting/Excluding Preemptive
                        Rights Up to 20 Percent of Issued
                        Capital and All Authorized Yet
                        Unissued B Preference Shares
                        Restricting/Excluding Preemptive
                        Rights
                          Excessive dilution of 28.2%.
                 12     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 13     Other Business                       None       None                   Mgmt


06/24/04 - A     KDDI Corporation (frm. DDI       J31843105                          03/31/04               100
                 Corp.)
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 1200, Final JY 2400,
                        Special JY 0
                 2      Amend Articles to: Abolish           For        For                    Mgmt
                        Retirement Bonus System -
                        Authorize Share Repurchases at
                        Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 3      Approve Executive Stock Option Plan  For        For                    Mgmt
                 4      Amend Stock Option Plans Approved    For        For                    Mgmt
                        at 2002 and 2003 AGMs
                 5.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5.3    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  can be  expected to fulfill the role of
                          independent monitor of the company's  activities
                          on behalf of all shareholders.
                 5.4    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  can be  expected to fulfill the role of
                          independent monitor of the company's  activities
                          on behalf of all shareholders.
                 6      Approve Retirement Bonuses for       For        For                    Mgmt
                        Statutory Auditors
                 7      Approve Special Payments to          For        For                    Mgmt
                        Directors and Statutory Auditor in
                        Connection with the Abolition of
                        Retirement Bonus System


05/26/04 - A     KESA ELECTRICALS PLC             G5244H100                          None                28,158
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Re-appoint PricewaterhouseCoopers    For        For                    Mgmt
                        LLP as Auditors and Authorise
                        Board to Fix Remuneration of
                        Auditors
                 3      Approve Remuneration Report          For        For                    Mgmt
                 4      Approve Final Dividend of 7.5        For        For                    Mgmt
                        Pence Per Ordinary Share
                 5      Elect David Newlands as Director     For        For                    Mgmt
                 6      Elect Jean-Noel Labroue as Director  For        For                    Mgmt
                 7      Elect Martin Reavley as Director     For        For                    Mgmt
                 8      Elect Peter Wilson as Director       For        For                    Mgmt
                 9      Elect Michel Brossard as Director    For        For                    Mgmt
                 10     Elect Andrew Robb as Director        For        For                    Mgmt
                 11     Elect Bernard Dufau as Director      For        For                    Mgmt
                 12     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 44,129,432
                 13     Approve the Kesa Electricals plc     For        For                    Mgmt
                        Share Incentive Plan
                 14     Approve the Kesa Electricals plc     For        For                    Mgmt
                        Plan d'Espargne de Groupe (PEG)
                 15     Approve the Kesa Electricals plc     For        For                    Mgmt
                        Long-Term Incentive Plan
                 16     Authorise the Directors to Amend     For        For                    Mgmt
                        the Rules of the SIP, PEG, LTIP
                        and Any Other Schemes They
                        Consider Necessary
                 17     Authorise the Company to Make EU     For        For                    Mgmt
                        Political Donations and Incur EU
                        Political Expenditure up to
                        Aggregate Nominal Amount of GBP
                        250,000
                 18     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 6,619,415
                 19     Authorise 52,955,321 Ordinary        For        For                    Mgmt
                        Shares for Market Purchase


06/17/04 - A     Keyence Corp.                    J32491102                          03/20/04             1,300
                 1      Approve Allocation of Income,        For        Against                Mgmt
                        Including the Following Dividends:
                        Interim JY 10, Final JY 10,
                        Special JY 0
                          Poor dividend payout.
                 2      Amend Articles to: Change            For        For                    Mgmt
                        Accounting Period for Fiscal Year
                        Beginning March 21, 2004 for Tax
                        Purposes
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.3    Appoint Alternate Statutory Auditor  For        For                    Mgmt
                 5      Approve Retirement Bonus for         For        For                    Mgmt
                        Statutory Auditor
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.


07/04/03 - S     Kingfisher Plc                   G5256E359                          None               140,790
                 1      Approve Demerger of Kingfisher       For        For                    Mgmt
                        Plc's Electrical Business to Kesa
                        Electricals Plc By Way of Dividend
                        in Specie
                 2      Approve Capital Reorganization       For        For                    Mgmt
                 3      Approve Kesa Group Sharesave         For        For                    Mgmt
                        Scheme and Kesa Group
                        International Sharesave Plan and
                        Authorize Directors to Modify and
                        Establish Such Plans
                 4      Approve Kesa Group Demerger Award    For        For                    Mgmt
                        Plan and Authorize Directors to
                        Modify and Establish Such Plans
                 5      Approve Kesa Group Incentive         For        For                    Mgmt
                        Compensation Plan and Authorize
                        Directors to Modify and Establish
                        Such Plans
                 6      Approve Kesa Group Employee          For        For                    Mgmt
                        Benefit Trust and Authorize
                        Directors to Modify and Establish
                        Such Plans


06/03/04 - A     Kingfisher Plc                   G5256E441                          None               228,091
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Approve Final Dividend of 6.15       For        For                    Mgmt
                        Pence Per Ordinary Share
                 4      Elect Duncan Tatton-Brown as         For        For                    Mgmt
                        Director
                 5      Re-elect Sir Francis Mackay as       For        For                    Mgmt
                        Director
                 6      Re-elect Michael Hepher as Director  For        For                    Mgmt
                 7      Re-elect Margaret Salmon as          For        For                    Mgmt
                        Director
                 8      Re-appoint PricewaterhouseCoopers    For        For                    Mgmt
                        LLP as Auditors and Authorise
                        Board to Fix Remuneration of
                        Auditors
                 9      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 108,526,099
                 10     Approve Scrip Dividend               For        For                    Mgmt
                 11     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to a Nominal
                        Value of 5 Percent of the Issued
                        Share Capital of the Company
                 12     Authorise 233,210,664 Ordinary       For        For                    Mgmt
                        Shares for Market Purchase


06/25/04 - A     Kyocera Corp.                    J37479110                          03/31/04             2,600
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 30, Final JY 30,
                        Special JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 3.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  can be  expected to fulfill the role of
                          independent monitor of the company's  activities
                          on behalf of all shareholders.
                 3.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4      Approve Retirement Bonus for         For        For                    Mgmt
                        Statutory Auditor
                 5      Approve Executive Stock Option Plan  For        For                    Mgmt


04/29/04 - S     L'Oreal                          F58149133                          None                   280
                        Special Business
                 1      Remove Double-Voting Rights for      For        For                    Mgmt
                        Long-Term Registered Shareholders,
                        Pending Approval of Item 3
                 2      Amend Articles of Association to     For        For                    Mgmt
                        Allow Registered Shareholders to
                        Register Holdings in Their Name by
                        the Day of the Meeting, Pending
                        Approval of Item 3
                 3      Approve Merger by Absorption of      For        For                    Mgmt
                        Gesparal; Approve Dissolution of
                        Gesparal without Liquidation
                 4      Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of L'Oreal Shares
                        Held by Gesparal
                 5      Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


04/29/04 - A     L'Oreal                          F58149133                          None                   280
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Discharge Directors
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 1.10 per Share
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Reelect Rainer E. Gut as Director    For        Against                Mgmt
                          Lack of information
                 6      Elect Bernard Kasriel as Director    For        Against                Mgmt
                          Lack of information
                 7      Approve Remuneration of Directors    For        For                    Mgmt
                        in the Aggregate Amount of EUR 1
                        Million
                 8      Appoint PricewaterhouseCoopers       For        For                    Mgmt
                        Audit as Auditors and Yves Nicolas
                        as Deputy Auditor
                 9      Appoint Deloitte Touche Tohmatsu     For        For                    Mgmt
                        Audit as Auditors and Jean-Paul
                        Picard as Deputy Auditor
                 10     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 11     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


05/11/04 - A     Lafarge                          F54432111                          None                    53
                        Annual Meeting Agenda
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Allocation of Income,        For        For                    Mgmt
                        Dividends of EUR 3.45 per Share,
                        and Stock Dividend Program
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Ratify Cooptation of Juan Gallardo   For        For                    Mgmt
                        as Director
                 6      Reelect Jean Keller as Director      For        For                    Mgmt
                 7      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        and Reissunace of Repurchased
                        Shares
                 8      Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


05/25/04 - A     Lafarge                          F54432111                          None                    53
                        Annual Meeting Agenda
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Allocation of Income,        For        For                    Mgmt
                        Dividends of EUR 3.45 per Share,
                        and Stock Dividend Program
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Ratify Cooptation of Juan Gallardo   For        For                    Mgmt
                        as Director
                 6      Reelect Jean Keller as Director      For        For                    Mgmt
                 7      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        and Reissunace of Repurchased
                        Shares
                 8      Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


05/11/04 - A     Li & Fung                        G5485F144                          None                 4,000
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Final Dividend of HK$0.25    For        For                    Mgmt
                        Per Share
                 3a     Reelect Danny Lau Sai Wing as        For        For                    Mgmt
                        Executive Director
                 3b     Reelect Annabella Leung Wai Ping     For        For                    Mgmt
                        as Executive Director
                 3c     Reelect Paul Edward Selway-Swift     For        For                    Mgmt
                        as Independent Non-Executive
                        Director
                 4      Approve Remuneration of All          For        For                    Mgmt
                        Directors at HK$80,000 and
                        Additional Remuneration of
                        HK$50,000 for Non-Executive
                        Directors Serving on the Audit
                        Committee
                 5      Reappoint PricewaterhouseCoopers     For        For                    Mgmt
                        as Auditors and Authorize Board to
                        Fix Their Remuneration
                 6      Approve Repurchase of Up to 10       For        For                    Mgmt
                        Percent of Issued Capital
                 7      Approve Issuance of Equity or        For        Against                Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights
                          Authority   provides  too  much  discretion  and
                          allows  directors  to  issue  shares  at  steep,
                          undisclosed   discounts   to  related   parties.
                          Directors  may also  renew  the  share  issuance
                          amount under this authority without  shareholder
                          approval.
                 8      Authorize Reissuance of              For        For                    Mgmt
                        Repurchased Shares
                 9      Amend Bylaws Re: Voting at General   For        For                    Mgmt
                        Meetings, Material Interest of
                        Directors in Contracts Entered
                        into by the Company, Nomination of
                        Directors


06/24/04 - A     Lukoil Oao                       677862203                          05/07/04             2,680
                        Meeting for Holders of ADRs
                 1      APPROVAL OF THE ANNUAL REPORT        For        For                    Mgmt
                        2003, OF THE ANNUAL ACCOUNTS
                        INCLUDING THE PROFIT AND LOSS
                        STATEMENT
                 2      AMOUNT, PAYMENT DATE, AND FORM OF    For        For                    Mgmt
                        PAYMENT OF DIVIDENDS
                 3      ELECTION OF THE MEMBERS OF THE       For        Withhold               Mgmt
                        BOARD OF DIRECTORS.
                          Shareholders may concentrate  their votes behind
                          the  candidates  that would  represent  minority
                          shareholders  - Matzke,  Mobius,  and Kleiner --
                          by  withholding   votes  for  the  remaining  12
                          candidates.  However,  as  this  item  is  being
                          proposed as a single  voting  resolution in this
                          agenda,  shareholders  have  no  choice  but  to
                          withhold votes from this proposal.
                 4      ELECTION OF THE MEMBER OF THE        For        For                    Mgmt
                        AUDIT COMMISSION: NIKITENKO,
                        VLADIMIR NIKOLAYEVICH
                 5      ELECTION OF THE MEMBER OF THE        For        For                    Mgmt
                        AUDIT COMMISSION: SKLYAROVA,
                        TATIANA SERGUEYEVNA
                 6      ELECTION OF THE MEMBER OF THE        For        For                    Mgmt
                        AUDIT COMMISSION: TANULYAK,
                        NATALIA ILYINICHNA
                 7      ELECTION OF THE MEMBER OF THE        For        For                    Mgmt
                        AUDIT COMMISSION: KONDRATIEV,
                        PAVEL GENNADIEVICH
                 8      ELECTION OF THE MEMBER OF THE        For        For                    Mgmt
                        AUDIT COMMISSION: BULAVINA,
                        LYUDMILA MIKHAILOVNA
                 9      REMUNERATION AND COMPENSATION OF     For        For                    Mgmt
                        EXPENSES TO THE MEMBERS OF THE
                        BOARD OF DIRECTORS AND AUDIT
                        COMMISSION OF OAO LUKOIL
                 10     APPROVAL OF THE EXTERNAL AUDITOR     For        For                    Mgmt
                        OF THE COMPANY
                 11     APPROVAL OF AMENDMENTS AND ADDENDA   For        For                    Mgmt
                        TO THE CHARTER OF OAO LUKOIL
                 12     APPROVAL OF AMENDMENTS AND ADDENDA   For        For                    Mgmt
                        TO THE REGULATIONS ON THE
                        PROCEDURE FOR PREPARING AND
                        HOLDING THE SHAREHOLDERS MEETING
                 13     APPROVAL OF AMENDMENTS AND ADDENDA   For        For                    Mgmt
                        TO THE REGULATIONS ON THE BOARD OF
                        DIRECTORS OF LUKOIL
                 14     APPROVAL OF TRANSACTIONS INVOLVING   For        For                    Mgmt
                        INTERESTED/RELATED PARTIES


05/13/04 - A/S   Lvmh Moet Hennessy Louis         F58485115                          None                   426
                 Vuitton
                        Ordinary Business
                 1      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 2      Approve Financial Statements and     For        For                    Mgmt
                        Discharge Directors
                 3      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 4      Approve Allocation of Income and     For        For                    Mgmt
                        Net Dividends of EUR 0.85 per Share
                 5      Ratify Cooptation and Reelect        For        Against                Mgmt
                        Delphine Arnault as Director
                          Lack of information
                 6      Reelect Bernard Arnault as Director  For        Against                Mgmt
                          Lack of information
                 7      Reelect Jean Arnault as Director     For        Against                Mgmt
                          Lack of information
                 8      Reelect Nicholas Clive-Worms as      For        Against                Mgmt
                        Director
                          Lack of information
                 9      Reelect Felix G. Rohatyn as          For        Against                Mgmt
                        Director
                          Lack of information
                 10     Elect Patrick Houel as Director      For        Against                Mgmt
                          Lack of information
                 11     Elect Hubert Vedrine as Director     For        Against                Mgmt
                          Lack of information
                 12     Appoint Kilian Hennesy as Censor     For        For                    Mgmt
                 13     Ratify Deloitte Touche Tohmatsu      For        For                    Mgmt
                        Audit as Auditors
                 14     Ratify Ernst & Young Audit as        For        For                    Mgmt
                        Auditors
                 15     Ratify Denis Grison as Alternate     For        For                    Mgmt
                        Auditor
                 16     Ratify Dominique Thouvenin as        For        For                    Mgmt
                        Alternate Auditor
                 17     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 18     Approve Remuneration of Directors    For        For                    Mgmt
                        in the Aggregate Amount of EUR
                        1.14 Million
                        Special Business
                 19     Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 20     Amend Articles of Association Re:    For        For                    Mgmt
                        Board Size and Terms of Directors,
                        Minimum Share Ownership
                        Requirement for Board Members,
                        Role of Chairman, and Editorial
                        Changes


12/25/03 - A     Marui Co. Ltd.                   J40089104                          09/30/03            23,700
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 0, Final JY 15, Special
                        JY 0
                 2      Amend Articles to: Allow Share       For        For                    Mgmt
                        Repurchases at Board's Discretion


06/29/04 - A     Marui Co. Ltd.                   J40089104                          03/31/04            20,400
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 0, Final JY 11, Special
                        JY 0
                 2      Elect Directors                      For        For                    Mgmt
                 3.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  cannot be  expected to fulfill the role
                          of   independent   monitor   of  the   company's
                          activities on behalf of all shareholders.
                 3.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors and Statutory Auditor
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.


04/27/04 - A/S   Mediaset Spa                     T6688Q107                          04/22/04            16,298
                        Ordinary Business
                 1      Accept Financial Statements,         For        For                    Mgmt
                        Consolidated Accounts, and
                        Statutory Reports
                 2      Authorize Share Repurchase Program   For        For                    Mgmt
                        and Reissuance of Repurchased
                        Shares
                        Special Business
                 1      Adopt New Articles of Association    For        Against                Mgmt
                        To Reflect New Italian Company Law
                        Regulations
                          Some  of  the  proposed  articles  would  remove
                          important     oversight      mechanisms     from
                          shareholders   and  would  have  the  effect  of
                          limiting  rights  that  shareholders   would  be
                          entitled  to once the new  Italian  Company  Law
                          provisions would become effective.


04/27/04 - A     Mediolanum SPA                   T66932111                          04/22/04             1,176
                        Ordinary Business
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Fix Number of Directors on the       For        Against                Mgmt
                        Board; Elect Directors
                          Lack of information
                 3      Authorize Share Repurchase Program   For        For                    Mgmt
                        and Reissuance of Repurchased
                        Shares
                        Special Business
                 1      Amend Articles To Reflect New        For        Against                Mgmt
                        Italian Company Law Regulations
                          Some  of  the  proposed  articles  would  remove
                          important     oversight      mechanisms     from
                          shareholders   and  would  have  the  effect  of
                          limiting  rights  that  shareholders   would  be
                          entitled  to once the new  Italian  Company  Law
                          provisions would become effective.


05/20/04 - A     MFI Furniture Group Plc          G60648121                          None                99,600
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Final Dividend of 2 Pence    For        For                    Mgmt
                        Per Ordinary Share
                 3      Re-elect Martin Clifford-King as     For        For                    Mgmt
                        Director
                 4      Re-elect Tony De Nunzio as Director  For        For                    Mgmt
                 5      Re-elect Bob Wilson as Director      For        For                    Mgmt
                 6      Elect Shaun O'Callaghan as Director  For        For                    Mgmt
                 7      Approve Remuneration Report          For        Against                Mgmt
                          The  Executive   Directors'   service  contracts
                          provide   for   18-months'    base   salary   as
                          liquidated  damages  in the event of a change of
                          control.   The  Company  has  not  provided  any
                          justification  for  the  need  to  include  such
                          provision in Executive Directors' contracts.
                 8      Re-appoint Deloitte and Touche LLP   For        For                    Mgmt
                        as Auditors and Authorise Board to
                        Fix Remuneration of Auditors
                 9      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 15,428,675
                 10     Adopt New Articles of Association    For        For                    Mgmt
                 11     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 3,104,326
                 12     Authorise 62,086,526 Ordinary        For        For                    Mgmt
                        Shares for Market Purchase


06/24/04 - A     Mitsubishi Corp.                 J43830116                          03/31/04           146,000
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 4, Final JY 6, Special
                        JY 2
                 2      Amend Articles to: Reduce            For        For                    Mgmt
                        Directors' Term in Office -
                        Authorize Share Repurchases at
                        Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  cannot be  expected to fulfill the role
                          of   independent   monitor   of  the   company's
                          activities on behalf of all shareholders.
                 4.3    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  cannot be  expected to fulfill the role
                          of   independent   monitor   of  the   company's
                          activities on behalf of all shareholders.
                 4.4    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5      Approve Executive Stock Option Plan  For        For                    Mgmt
                 6      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors and Statutory Auditors
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.


06/29/04 - A     Mitsubishi Estate Co. Ltd.       J43916113                          03/31/04            24,000
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 4, Final JY 4, Special
                        JY 0
                 2      Amend Articles to: Expand Business   For        For                    Mgmt
                        Lines - Authorize Share
                        Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  cannot be  expected to fulfill the role
                          of   independent   monitor   of  the   company's
                          activities on behalf of all shareholders.
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  cannot be  expected to fulfill the role
                          of   independent   monitor   of  the   company's
                          activities on behalf of all shareholders.
                 5      Approve Retirement Bonuses for       For        For                    Mgmt
                        Director and Statutory Auditor
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.
                 6      Appoint External Auditors            For        For                    Mgmt
                 7      Approve Executive Stock Option Plan  For        For                    Mgmt


06/29/04 - A     Mitsui Fudosan Co. Ltd.          J4509L101                          03/31/04            75,000
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 3.5, Final JY 3.5,
                        Special JY 0
                 2      Amend Articles to: Expand Business   For        For                    Mgmt
                        Lines - Authorize Share
                        Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 3.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 3.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4      Approve Retirement Bonus for         For        For                    Mgmt
                        Statutory Auditor


06/29/04 - A     MITSUI TRUST HOLDINGS INC        J6150N104                          03/31/04             3,000
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends
                        on Ordinary Shares: Interim JY 0,
                        Final JY 2.5, Special JY 0
                 2      Amend Articles to: Decrease          For        For                    Mgmt
                        Authorized Capital to Reflect
                        Conversion of Preferred to
                        Ordinary Shares - Eliminate
                        References to Series 4 Preferred
                        Shares - Authorize Share
                        Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 3      Elect Directors                      For        For                    Mgmt
                 4      Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5      Approve Retirement Bonuses for       For        For                    Mgmt
                        Director and Statutory Auditor


03/25/04 - S     MOBILEONE LTD                    Y8838Q106                          None               208,000
                 1      Amend Articles of Association        For        For                    Mgmt
                 2      Approve Issuance of Shares without   For        For                    Mgmt
                        Preemptive Rights
                 3      Authorize Share Repurchase Program   For        For                    Mgmt


03/25/04 - A     MOBILEONE LTD                    Y8838Q106                          None               208,000
                 1      Adopt Financial Statements and       For        For                    Mgmt
                        Directors' and Auditors' Reports
                 2      Declare Final Dividend of SGD        For        For                    Mgmt
                        0.055 Per Share
                 3      Reelect Hsuan Owyang as Director     For        For                    Mgmt
                 4      Reelect Roger John Barlow as         For        For                    Mgmt
                        Director
                 5      Reelect Lim Chee Onn as Director     For        For                    Mgmt
                 6      Reelect Low Huan Ping as Director    For        For                    Mgmt
                 7      Approve Directors' Fees of SGD       For        For                    Mgmt
                        355,000 for the Year Ended Dec.
                        31, 2003 (2002: SGD 187,170)
                 8      Reappoint Auditors and Authorize     For        For                    Mgmt
                        Board to Fix Their Remuneration
                 9      Approve Issuance of Shares and       For        Against                Mgmt
                        Grant of Options Pursuant to the
                        MobileOne Share Option Scheme
                          Plan   allows   for  the  grant  of  options  to
                          executives and to  non-executive  directors at a
                          discount to market prices.


06/22/04 - A     NEC Corp.                        J48818124                          03/31/04            70,000
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 3, Final JY 3, Special
                        JY 0
                 2      Amend Articles to: Reduce            For        For                    Mgmt
                        Directors' Term in Office -
                        Authorize Share Repurchases at
                        Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.3    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  cannot be  expected to fulfill the role
                          of   independent   monitor   of  the   company's
                          activities on behalf of all shareholders.
                 5      Approve Executive Stock Option Plan  For        For                    Mgmt
                 6      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors and Statutory Auditor


04/22/04 - A     Nestle Sa                        H57312466                          None                 7,491
                 1a     Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 1b     Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 2      Approve Discharge of Board and       For        For                    Mgmt
                        Senior Management
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of CHF 7.20 per Share
                 4a     Elect Edward George as Directors     For        For                    Mgmt
                 4b     Elect Kaspar Villiger as Directors   For        For                    Mgmt
                 4c     Elect Rolf Haenggi as Directors      For        For                    Mgmt
                 4d     Elect Daniel Borel as Directors      For        For                    Mgmt
                 4e     Elect Carolina Mueller as Directors  For        For                    Mgmt


06/23/04 - A     Nissan Motor Co. Ltd.            J57160129                          03/31/04            17,500
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 8, Final JY 11, Special
                        JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 3      Approve Executive Stock Option Plan  For        For                    Mgmt
                 4      Authorize Share Repurchase Program   For        For                    Mgmt
                 5.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  cannot be  expected to fulfill the role
                          of   independent   monitor   of  the   company's
                          activities on behalf of all shareholders.
                 5.3    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5.4    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5.5    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 6      Approve Retirement Bonuses for       For        For                    Mgmt
                        Statutory Auditors
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.


06/25/04 - A     Nomura Holdings Inc.             J59009159                          03/31/04            67,000
                 1      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                 2      Approve Executive Stock Option       For        For                    Mgmt
                        Plan and Deep-Discount Stock
                        Option Plan
                 3      Elect Directors                      For        For                    Mgmt


06/18/04 - A     NTT DoCoMo Inc.                  J59399105                          03/31/04               128
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 500, Final JY 500,
                        Special JY 500
                 2      Authorize Share Repurchase Program   For        For                    Mgmt
                 3      Amend Articles to: Authorize Share   For        Against                Mgmt
                        Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 4      Elect Directors                      For        For                    Mgmt
                 5      Appoint Internal Statutory Auditor   For        For                    Mgmt
                 6      Approve Retirement Bonuses for       For        Against                Mgmt
                        Directors and Statutory Auditor
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.


09/23/03 - S     Numico N.V.(Formerly Nutricia    N56369106                          None                14,234
                 N.V.)
                 1      Open Meeting                         None       None                   Mgmt
                 2      Elect Supervisory Board Member       For        For                    Mgmt
                 3      Discussion on Possible Measures to   None       None                   Mgmt
                        Be Taken Due to Negative
                        Shareholders' Equity in Accordance
                        with Article 2:108A of Dutch Civil
                        Code
                 4      Close Meeting                        None       None                   Mgmt


11/03/03 - S     Numico N.V.(Formerly Nutricia    N56369106                          None                16,234
                 N.V.)
                 1      Open Meeting                         None       None                   Mgmt
                 2      Approve Sale of General Nutrition    For        For                    Mgmt
                        Companies (GNC) for a
                        Consideration of $750 Million
                 3      Close Meeting                        None       None                   Mgmt


05/06/04 - A     Numico N.V.(Formerly Nutricia    N56369106                          04/29/04            16,234
                 N.V.)
                 1      Open Meeting                         None       None                   Mgmt
                 2      Discussion about Company's           None       None                   Mgmt
                        Corporate Governance Report
                 3      Receive Report of Management Board   None       None                   Mgmt
                 4.1    Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 4.2    Receive Explanation of Company's     None       None                   Mgmt
                        Reserves and Dividend Policy
                 4.3    Approve the Omission of Dividends    For        For                    Mgmt
                        for Fiscal 2004
                 4.4    Approve Discharge of Management      For        For                    Mgmt
                        Board
                 4.5    Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 5      Elect Barrie Spelling to             For        For                    Mgmt
                        Supervisory Board
                 6      Elect Directors                      For        For                    Mgmt
                 7      Approve Remuneration Policy for      For        For                    Mgmt
                        Management Board Members
                 8      Amend Articles Re: Make Changes to   For        For                    Mgmt
                        Reflect Dutch Corporate Governance
                        Code; Discontinue Use of
                        Depositary Receipts; Increase
                        Authorized Share Capital from EUR
                        115 Million to EUR 200 Million;
                        Mandatory Takeover Bid Threshold
                 9      Grant Board Authority to Issue       For        For                    Mgmt
                        Shares Up to Five Percent of
                        Issued Share Capital to Service
                        Employee Share Option Schemes
                 10     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 11     Ratify PricewaterhouseCoopers        For        For                    Mgmt
                        Accountants N.V. as Auditors
                 12     Other Business                       None       None                   Mgmt
                 13     Close Meeting                        None       None                   Mgmt


06/07/04 - S     Numico N.V.(Formerly Nutricia    N56369106                          06/01/04            16,234
                 N.V.)
                 1      Open Meeting                         None       None                   Mgmt
                 2      Amend Articles Re: Make Changes to   For        For                    Mgmt
                        Reflect Dutch Corporate Governance
                        Code; Discontinue Use of
                        Depositary Receipts; Increase
                        Authorized Share Capital from EUR
                        115 Million to EUR 200 Million;
                        Mandatory Takeover Bid Threshold
                 3      Other Business (Non-Voting)          None       None                   Mgmt
                 4      Close Meeting                        None       None                   Mgmt


06/29/04 - A     Oji Paper Co., Ltd.              J6031N109                          03/31/04            34,000
                        Management Proposals
                 1      Approve Allocation of Income,        For        Against                Mgmt
                        Including the Following Dividends:
                        Interim JY 4, Final JY 6, Special
                        JY 0
                          The  increase  in the  dividend  would  cost Oji
                          Paper  an  additional  JY 5.32  billion,  or 3.7
                          percent of the amount in the  company's  general
                          reserve   account.   (Oji  has   other   reserve
                          accounts  as  well.)   Because  we  believe  the
                          company can easily  afford the higher  dividend,
                          and that  boosting  the  payout  would  make the
                          shares  more  attractive  (particularly  if  the
                          higher dividend were maintained  going forward),
                          we   recommend    that    shareholders    oppose
                          management's  income  allocation  proposal,  and
                          support the shareholder proposal in Item 6.
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5      Approve Retirement Bonus for         For        For                    Mgmt
                        Director
                        Shareholder Proposals
                 6      Approve Amendment to Income          Against    For                    ShrHoldr
                        Allocation Plan, with Final
                        Dividend of JY 11 Per Share
                          See text accompanying Item 1.
                 7      Approve Amendment to Income          Against    Against                ShrHoldr
                        Allocation Plan, to Eliminate
                        Director Bonuses
                 8      Remove Director From Board           Against    Against                ShrHoldr


06/23/04 - A     Orix Corp.                       J61933123                          03/31/04             2,000
                 1      Amend Articles to: Expand Business   For        For                    Mgmt
                        Lines - Authorize Share
                        Repurchases at Board's Discretion
                        - Limit Legal Liability of
                        Directors and Executive Officers
                 2      Elect Directors                      For        For                    Mgmt
                 3      Approve Executive Stock Option Plan  For        For                    Mgmt


03/25/04 - A     Philips Electronics Nv           N6817P109                          None                27,717
                 1      Open Meeting                         None       None                   Mgmt
                 2.1    Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2.2    Receive Explanation of Corporate     None       None                   Mgmt
                        Governance Structure
                 2.3    Receive Explanation of Policy on     None       None                   Mgmt
                        Reserves and Dividends
                 2.4    Approve Dividends of EUR 0.36 Per    For        For                    Mgmt
                        Share
                 2.5    Approve Discharge of Management      For        For                    Mgmt
                        Board
                 2.6    Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 3      Elect Supervisory Board Member       For        For                    Mgmt
                 4.1    Approve Remuneration Policy of       For        For                    Mgmt
                        Management Board
                 4.2    Amend 2003 Long-Term Incentive       For        For                    Mgmt
                        Plan Regarding Distribution of
                        Shares: Allocate a Maximum of 2.5
                        Percent of Annual Pool of Shares
                        Reserved for LTIP to Management
                        Board on Annual Basis
                 5      Grant Board Authority to Issue       For        For                    Mgmt
                        Shares Restricting/Excluding
                        Preemptive Rights Up to 20 Percent
                        of Issued Capital
                 6      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 7      Authorize Board to Set Record Date   For        For                    Mgmt
                 8      Other Business (Non-Voting)          None       None                   Mgmt
                 9      Close Meeting                        None       None                   Mgmt


03/12/04 - A     POSCO (formerly Pohang Iron &    693483109                          12/31/03             6,295
                 Steel)
                 1      Approve Appropriation of Income,     For        For                    Mgmt
                        with a Year-End Dividend of KRW
                        5000 Per Share
                 2.1    Amend Articles of Incorporation      For        For                    Mgmt
                        Re: Cumulative Voting
                 2.2    Amend Articles of Incorporation      For        For                    Mgmt
                        Re: Corporate Governance
                 3      Elect Directors                      For        For                    Mgmt
                 3.2.1  Elect Member of Audit Committee      For        For                    Mgmt
                 3.2.2  Elect Member of Audit Committee      For        For                    Mgmt
                 3      Elect Directors                      For        For                    Mgmt
                 4      Approve Limit on Remuneration of     For        For                    Mgmt
                        Directors


04/29/04 - A     Reed Elsevier NV (Formerly       N73430105                          04/22/04             1,180
                 Elsevier Nv)
                 1      Open Meeting                         None       None                   Mgmt
                 2      Documents Received                   None       None                   Mgmt
                 3      Receive Report of Management Board   None       None                   Mgmt
                 4      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 5      Approve Dividends of EUR 0.30 per    For        For                    Mgmt
                        Ordinary Share
                 6      Discussion about Company's           None       None                   Mgmt
                        Corporate Governance Report
                 7.1    Approve Discharge of Management      For        For                    Mgmt
                        Board
                 7.2    Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 8      Reelect Deloitte Accountants as      For        For                    Mgmt
                        Auditors
                 9      Elect Supervisory Board Member       For        For                    Mgmt
                 10     Reelect G. van de Aast as Member     For        For                    Mgmt
                        of Management Board
                 11     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 12.1   Grant Board Authority to Issue       For        For                    Mgmt
                        Shares Up to Ten Percent of Issued
                        Share Capital
                 12.2   Grant Board Authority to             For        For                    Mgmt
                        Restrict/Exclude Preemptive Rights
                        for Share Issuance under Item 12.1
                 13     Other Business                       None       None                   Mgmt
                 14     Close Meeting                        None       None                   Mgmt


04/28/04 - A     Reed Elsevier Plc(formerly       G74570105                          None                96,391
                 Reed International PLC)
                 1a     Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 1b     Approve Remuneration Report          For        For                    Mgmt
                 2      Approve Final Dividend of 8.7        For        For                    Mgmt
                        Pence Per Ordinary Share
                 3a     Re-appoint Deloitte and Touche LLP   For        For                    Mgmt
                        as Auditors of the Company
                 3b     Authorise Board to Fix               For        For                    Mgmt
                        Remuneration of the Auditors
                 4a     Re-elect Gerard van de Aast as       For        For                    Mgmt
                        Director
                 4b     Re-elect Morris Tabaksblat as        For        For                    Mgmt
                        Director
                 4c     Re-elect Rolf Stomberg as Director   For        For                    Mgmt
                 4d     Re-elect Lord Sharman Of Redlynch    For        For                    Mgmt
                        as Director
                 5      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 25,000,000
                 6      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 7,900,000
                 7      Authorise 127 Million Shares for     For        For                    Mgmt
                        Market Purchase


03/30/04 - A     Repsol Ypf SA (Formerly          E8471S130                          None                 2,338
                 Repsol, S.A.)
                 1      Approve Financial Statements,        For        For                    Mgmt
                        Allocation of Income and
                        Distribution of Dividend of EUR
                        0.40 Per Share, and Discharge
                        Directors
                 2      Elect Management Board               For        For                    Mgmt
                 3      Approve Deloitte & Touche Espana     For        For                    Mgmt
                        Auditors SL as Auditors
                 4      Authorize Repurchase of Shares up    For        For                    Mgmt
                        to a Maximum of Five Percent of
                        Capital
                 5      Amend Articles Re: Legal             For        For                    Mgmt
                        Provisions Governing the Company,
                        Shareholders Meeting, Right of
                        Attendance, Representation, Board
                        Composition, Administrators'
                        Liability, and Debentures Issuance
                 6      Amend Articles Re: Regulations of    For        For                    Mgmt
                        the General Shareholder's Meeting
                 7      Authorize Board to Ratify and        For        For                    Mgmt
                        Execute Approved Resolutions


07/16/03 - A     Rhoen-Klinikum AG                D6530N119                          07/09/03             2,727
                 1      Receive Financial Statements and     None       None                   Mgmt
                        Statutory Reports
                 2      Approve Allocation of Income and     For        Against                Mgmt
                        Dividends of EUR 0.60 per
                        Preferred Share and EUR 0.58 per
                        Ordinary Share
                          Poor dividend payout history of under 30%.
                 3      Approve Discharge of Management      For        For                    Mgmt
                        Board
                 4      Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 5      Authorize Repurchase of up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital;
                        Authorize Board to Issue
                        Repurchased Shares as New Shares
                        without Preemptive Rights
                 6      Amend Articles Re: Designate         For        For                    Mgmt
                        Electronic Publications for
                        Meeting Announcements and
                        Invitations to Shareholder
                        Meetings; Securitization
                 7      Elect Michael Mendel to              For        For                    Mgmt
                        Supervisory Board
                 8      Ratify PwC as Auditors               For        For                    Mgmt


04/07/04 - A     Rio Tinto Plc (Formerly Rtz      G75754104                          None                34,112
                 Corp. Plc)
                 1      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 34,470,000
                 2      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 6,890,000
                 3      Authorise 106.7 Million Rio Tinto    For        For                    Mgmt
                        plc Shares for Market Purchase
                 4      Approve the Mining Companies         For        For                    Mgmt
                        Comparative Plan 2004 and the Rio
                        Tinto Share Option Plan 2004
                 5      Elect Sir John Kerr as Director      For        For                    Mgmt
                 6      Re-elect Leigh Clifford as Director  For        For                    Mgmt
                 7      Re-elect Guy Elliott as Director     For        For                    Mgmt
                 8      Re-elect Sir Richard Sykes as        For        For                    Mgmt
                        Director
                 9      Re-elect Sir Richard Giordano as     For        For                    Mgmt
                        Director
                 10     Reappoint PricewaterhouseCoopers     For        For                    Mgmt
                        LLP as Auditors and Authorise
                        Board to Fix Their Remuneration
                 11     Approve Remuneration Report          For        For                    Mgmt
                 12     Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports


06/29/04 - A     Rohm Co. Ltd.                    J65328122                          03/31/04             7,400
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 12.5, Final JY 42.5,
                        Special JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                 3.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  cannot be  expected to fulfill the role
                          of   independent   monitor   of  the   company's
                          activities on behalf of all shareholders.
                 3.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 3.3    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 3.4    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 3.5    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4      Approve Retirement Bonus for         For        For                    Mgmt
                        Statutory Auditor
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.


02/27/04 - A/S   Royal Bank Of Canada *RY.*       780087102                          01/09/04             4,480
                        Management Proposals
                 1      Elect Directors                      For        For                    Mgmt
                 2      Ratify Deloitte & Touche LLP as      For        For                    Mgmt
                        Auditors
                        Shareholder Proposals
                 3      Adopt By-Law Prohibiting CEO from    Against    Against                ShrHoldr
                        Sitting on Other Boards
                 4      Disclose Total Value of Pension      Against    Against                ShrHoldr
                        Benefits of Senior Executives
                 5      Adopt By-Law Providing that          Against    Against                ShrHoldr
                        Insiders Give Notice of Stock
                        Trades and Stock Option Exercise
                 6      Provide Written Response to          Against    Against                ShrHoldr
                        Question Raised at Annual Meeting
                        by the Same Bank Representative
                        who Answered the Question at the
                        Annual Meeting


04/29/04 - A     Royal Bank Of Scotland Group     G76891111                          None                76,303
                 Plc
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Approve Final Dividend of 35.7       For        For                    Mgmt
                        Pence Per Share
                 4      Re-elect Emilio Botin as Director    For        For                    Mgmt
                 5      Re-elect Lawrence Fish as Director   For        For                    Mgmt
                 6      Re-elect Sir Angus Grossart as       For        For                    Mgmt
                        Director
                 7      Re-elect Sir George Mathewson as     For        For                    Mgmt
                        Director
                 8      Re-elect Gordon Pell as Director     For        For                    Mgmt
                 9      Re-elect Iain Robertson as Director  For        For                    Mgmt
                 10     Re-elect Sir Iain Vallance as        For        For                    Mgmt
                        Director
                 11     Re-appoint Deloitte and Touche LLP   For        For                    Mgmt
                        as Auditors of the Company
                 12     Authorise Board to Fix               For        For                    Mgmt
                        Remuneration of the Auditors
                 13     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 247,120,127
                 14     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 37,068,019
                 15     Authorise 296,544,152 Ordinary       For        For                    Mgmt
                        Shares for Market Purchase
                 16     Approve Increase in Authorised       For        For                    Mgmt
                        Capital by Creation of 110 Million
                        Category II Non-cumulative Dollar
                        Preference Shares; Issue Equity
                        with Pre-emptive Rights up to All
                        the Existing Preference Shares
                 17     Amend Articles Re: Preference        For        For                    Mgmt
                        Shares


06/28/04 - A     Royal Dutch Petroleum Co.        N76277172                          06/21/04               254
                 1      Receive Report of Management Board   None       None                   Mgmt
                 2.1    Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2.2    Approve Total Dividend of EUR 1.76   For        For                    Mgmt
                        Per Share
                 2.3    Approve Discharge of Management      For        Against                Mgmt
                        Board
                          In the  case of Royal  Dutch,  the  actions  (or
                          inactions)  of the  management  board  appear to
                          have  contributed  to the  decline in profit for
                          2003  while  harming  the image of the  company,
                          thus damaging shareholder value.
                 2.4    Approve Discharge of Supervisory     For        Against                Mgmt
                        Board
                          In the  case of Royal  Dutch,  the  actions  (or
                          inactions)  of the  management  board  appear to
                          have  contributed  to the  decline in profit for
                          2003  while  harming  the image of the  company,
                          thus damaging shareholder value.
                 3      Elect L. Cook to Management Board    For        For                    Mgmt
                 4      Elect C. Morin-Postel to             For        For                    Mgmt
                        Supervisory Board
                 5      Reelect van de Bergh to              For        For                    Mgmt
                        Supervisory Board
                 6      Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 7      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital


04/15/04 - A     Royal KPN NV                     N4297B146                          None                 3,445
                 1      Open Meeting                         None       None                   Mgmt
                 2      Receive Report of Management Board   None       None                   Mgmt
                 3.1    Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 3.2    Receive Explanation of Reserves      None       None                   Mgmt
                        and Dividend Policy
                 3.3    Approve Dividends                    For        For                    Mgmt
                 4.1    Approve Discharge of Management      For        For                    Mgmt
                        Board
                 4.2    Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 5      Discussion about Company's           None       None                   Mgmt
                        Corporate Governance Report
                 6      Approve Remuneration Policy          For        For                    Mgmt
                 7.1    Ratify PricewaterhouseCoopers        For        For                    Mgmt
                        Accountants N.V. as Auditors
                 7.2    Authorize Board to Prepare Annual    For        For                    Mgmt
                        Report in English
                 8.1    Opportunity for General Meeting to   None       None                   Mgmt
                        Make Recommendations for
                        Appointment Member of Supervisory
                        Board
                 8      Elect Supervisory Board Member       For        For                    Mgmt
                 8.3    Receive Announcement of Vacancy on   None       None                   Mgmt
                        Supervisory Board
                 8      Elect Directors                      For        For                    Mgmt
                 9.1    Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 9.2    Grant Board Authority to Issue       For        Against                Mgmt
                        Ordinary Shares Up to 20 Percent
                        of Issued Capital and All Unissued
                        but Authorized Class B Preference
                        Shares
                          Potential antitakeover device.
                 9.3    Grant Board Authority to Exclude     For        Against                Mgmt
                        Preemptive Rights from Issuance
                        Under Item 9.2
                          Potential antitakeover device.
                 10     Approve Proposal to Reduce Capital   For        For                    Mgmt
                        Through Cancellation of Own Shares
                        Up to 10 Percent of Issued Share
                        Capital
                 11     Other Business (Non-Voting)          None       None                   Mgmt


02/27/04 - A     Samsung Electronics Co. Ltd.     Y74718100                          12/31/03             2,330
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Appropriation of Income, with
                        Total Dividend of KRW 5500 Per
                        Share
                 2      Elect Directors                      For        For                    Mgmt
                 2.2    Appoint One Member of Audit          For        For                    Mgmt
                        Committee
                 2      Elect Directors                      For        For                    Mgmt
                 3      Approve Limit on Remuneration of     For        For                    Mgmt
                        Directors


06/23/04 - A/S   Sanofi-Synthelabo (Formerly      F5548N101                          None                   767
                 Sanofi)
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 1.53 per Share
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 6      Authorize Issuance of                For        For                    Mgmt
                        Bonds/Debentures in the Aggregate
                        Value of EUR 7 Billion
                        Special Business
                 7      Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 750 Million;
                        Set Global Limit for Capital
                        Increase to Result from Issuance
                        Requests in Items 7-10 at EUR 1.25
                        Billion
                 8      Authorize Issuance of Equity or      For        Against                Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 750 Million
                          Excessive dilution of 51%.
                 9      Allow Board to Issue Shares in the   For        Against                Mgmt
                        Event of a Public Tender Offer or
                        Share Exchange Offer
                          Potential antitakeover device.
                 10     Authorize Capitalization of          For        For                    Mgmt
                        Reserves of Up to EUR 500 Million
                        for Bonus Issue or Increase in Par
                        Value
                 11     Approve Capital Increase Reserved    For        For                    Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                 12     Approve Stock Option Plan Grants     For        Against                Mgmt
                          Lack of information
                 13     Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 14     Authorize Capital Increase of Up     For        For                    Mgmt
                        to EUR 1.429 Billion for Aventis
                        Exchange Offer
                 15     Change Company Name to               For        For                    Mgmt
                        Sanofi-Aventis
                 16     Amend Articles of Association to     For        For                    Mgmt
                        Reduce Term of Board Members from
                        Five to Four Years
                 17     Amend Articles to Reflect 2003       For        For                    Mgmt
                        Legal Changes Re: Powers of the
                        Chairman
                 18     Reelect Jean-Francois Dehecq as      For        For                    Mgmt
                        Director (Representing
                        Sanofi-Synthelabo)
                 19     Reelect Rene Barbier de la Serre     For        For                    Mgmt
                        as Director (Representing
                        Sanofi-Synthelabo)
                 20     Reelect Robert Castaigne as          For        For                    Mgmt
                        Director (Representing
                        Sanofi-Synthelabo)
                 21     Reelect Thierry Desmarest as         For        For                    Mgmt
                        Director (Representing
                        Sanofi-Synthelabo)
                 22     Reelect Lindsay Owen-Jones as        For        For                    Mgmt
                        Director (Representing
                        Sanofi-Synthelabo)
                 23     Reelect Bruno Weymuller as           For        For                    Mgmt
                        Director (Representing
                        Sanofi-Synthelabo)
                 24     Confirm Appointment of Lord Douro    For        For                    Mgmt
                        as Director (Representing
                        Sanofi-Synthelabo)
                 25     Confirm Appointment of Gerard Van    For        For                    Mgmt
                        Kemmel as Director (Representing
                        Sanofi-Synthelabo)
                 26     Elect Christian Mulliez as           For        For                    Mgmt
                        Director (Representing
                        Sanofi-Synthelabo)
                 27     Elect Jean-Marc Bruel as Director    For        For                    Mgmt
                        (Representing Aventis)
                 28     Elect Jurgen Dormann as Director     For        For                    Mgmt
                        (Representing Aventis)
                 29     Elect Jean-Rene Fourtou as           For        For                    Mgmt
                        Director (Representing Aventis)
                 30     Elect Serge Kampf as Director        For        For                    Mgmt
                        (Representing Aventis)
                 31     Elect Igor Landau as Director        For        For                    Mgmt
                        (Representing Aventis)
                 32     Elect Hubert Markl as Director       For        For                    Mgmt
                        (Representing Aventis)
                 33     Elect Klaus Pohle as Director        For        For                    Mgmt
                        (Representing Aventis)
                 34     Elect Hermann Scholl as Director     For        For                    Mgmt
                        (Representing Aventis)
                 35     Confirm End of Term of Permanent     For        For                    Mgmt
                        Representative of Elf Aquitaine,
                        L'Oreal, Pierre Castres
                        Saint-Martin, Pierre-Gilles de
                        Gennes, and Herve Guerin as
                        Directors
                 36     Approve Remuneration of Directors    For        For                    Mgmt
                        in the Aggregate Amount of Up to
                        EUR 1 Million
                 37     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


05/06/04 - A     Sap Ag                           D66992104                          None                   128
                 1      Receive Financial Statements and     None       None                   Mgmt
                        Statutory Reports
                 2      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 0.80 per Share
                 3      Approve Discharge of Management      For        For                    Mgmt
                        Board
                 4      Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 5      Ratify KPMG Deutsche                 For        For                    Mgmt
                        Treuhand-Gesellschaft AG as
                        Auditors
                 6      Amend Articles to Reflect Changes    For        For                    Mgmt
                        in Capital
                 7      Authorize Share Repurchase Program   For        For                    Mgmt
                        and Reissuance of Repurchased
                        Shares
                 8      Authorize Use of Financial           For        Against                Mgmt
                        Derivatives Method when
                        Repurchasing Shares
                          Proposal   would   allow  the  board  to  use  a
                          speculative    financial    instrument   without
                          sufficient safeguards.


04/27/04 - A/S   Schneider Electric SA            F86921107                          None                   466
                 (Formerly Schneider SA)
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 4      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 1.65 per Share
                 5      Elect Caisse des Depots et           For        For                    Mgmt
                        Consignations, Represented by
                        Jerome Gallot, as Director
                 6      Elect Chris C. Richardson as         For        For                    Mgmt
                        Director
                 7      Reelect Alain Burq as                For        For                    Mgmt
                        Representative of Employee
                        Shareholders to the Board
                 8      Reelect Daniel Bouton as Director    For        For                    Mgmt
                 9      Reelect Thierry Breton as Director   For        For                    Mgmt
                 10     Reelect Willy Kissling as Director   For        For                    Mgmt
                 11     Reelect Piero Sierra as Director     For        For                    Mgmt
                 12     Reappoint Barbier Frinault et        For        For                    Mgmt
                        Autres (Ernst & Young) as Auditors
                 13     Ratify Philippe Diu as Alternate     For        For                    Mgmt
                        Auditor to Barbier Frinault et
                        Autres (Ernst & Young)
                 14     Appoint Mazars & Guerard as Auditor  For        For                    Mgmt
                 15     Ratify Charles Vincensini as         For        For                    Mgmt
                        Alternate Auditor to Mazars &
                        Guerard
                 16     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        Special Business
                 17     Amend Articles of Association to     For        For                    Mgmt
                        Authorize the Appointment of
                        Censors
                 18     Approve Capital Increase Reserved    For        Against                Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                          Excessive dilution of 11%.
                 19     Approve Stock Option Plan Grants     For        Against                Mgmt
                          The  company's   Remuneration   and   Nomination
                          Committee  includes  one  insider.  Allowing the
                          administering  committee  to  grant  options  to
                          itself  creates  the  potential  for  abuse  and
                          conflicts of interest.
                 20     Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 21     Allow Board to Issue Shares in the   For        Against                Mgmt
                        Event of a Public Tender Offer or
                        Share Exchange Offer
                          Potential antitakeover device.
                 22     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


05/06/04 - A/S   Schneider Electric SA            F86921107                          None                   466
                 (Formerly Schneider SA)
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 4      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 1.65 per Share
                 5      Elect Caisse des Depots et           For        For                    Mgmt
                        Consignations, Represented by
                        Jerome Gallot, as Director
                 6      Elect Chris C. Richardson as         For        For                    Mgmt
                        Director
                 7      Reelect Alain Burq as                For        For                    Mgmt
                        Representative of Employee
                        Shareholders to the Board
                 8      Reelect Daniel Bouton as Director    For        For                    Mgmt
                 9      Reelect Thierry Breton as Director   For        For                    Mgmt
                 10     Reelect Willy Kissling as Director   For        For                    Mgmt
                 11     Reelect Piero Sierra as Director     For        For                    Mgmt
                 12     Reappoint Barbier Frinault et        For        For                    Mgmt
                        Autres (Ernst & Young) as Auditors
                 13     Ratify Philippe Diu as Alternate     For        For                    Mgmt
                        Auditor to Barbier Frinault et
                        Autres (Ernst & Young)
                 14     Appoint Mazars & Guerard as Auditor  For        For                    Mgmt
                 15     Ratify Charles Vincensini as         For        For                    Mgmt
                        Alternate Auditor to Mazars &
                        Guerard
                 16     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        Special Business
                 17     Amend Articles of Association to     For        For                    Mgmt
                        Authorize the Appointment of
                        Censors
                 18     Approve Capital Increase Reserved    For        Against                Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                 19     Approve Stock Option Plan Grants     For        Against                Mgmt
                 20     Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 21     Allow Board to Issue Shares in the   For        Against                Mgmt
                        Event of a Public Tender Offer or
                        Share Exchange Offer
                 22     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


06/29/04 - A     Secom Co. Ltd.                   J69972107                          03/31/04            20,500
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 0, Final JY 45, Special
                        JY 0
                 2      Amend Articles to: Expand Business   For        Against                Mgmt
                        Lines - Reduce Directors Term in
                        Office - Authorize Share
                        Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 3      Elect Directors                      For        For                    Mgmt
                 4      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors


04/27/04 - A     Sekisui House Ltd.               J70746136                          01/31/04             6,000
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 9, Final JY 9, Special
                        JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4      Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors


05/28/04 - A     Seven-Eleven Japan Co. Ltd.      J71305106                          02/29/04             1,100
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 19, Final JY 20,
                        Special JY 0
                 2      Amend Articles to: Expand Business   For        For                    Mgmt
                        Lines - Authorize Share
                        Repurchases at Board's Discretion
                        - Limit Directors' Legal Liability
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 3      Elect Directors                      For        For                    Mgmt
                 4      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors


06/28/04 - A     Shell Transport And Trading      822703104                          None               195,543
                 Company Plc (The)
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Elect Malcolm Brinded as Director    For        For                    Mgmt
                 4      Re-elect Eileen Buttle as Director   For        For                    Mgmt
                 5      Re-elect Luis Giusti as Director     For        For                    Mgmt
                 6      Re-elect Nina Henderson as Director  For        For                    Mgmt
                 7      Re-elect Lord Oxburgh as Director    For        For                    Mgmt
                 8      Re-appoint PricewaterhouseCoopers    For        For                    Mgmt
                        LLP as Auditors of the Company
                 9      Authorise Board to Fix               For        For                    Mgmt
                        Remuneration of the Auditors
                 10     Authorise 483 Million Ordinary       For        For                    Mgmt
                        Shares for Market Purchase


06/29/04 - A     Shin-Etsu Chemical Co. Ltd.      J72810120                          03/31/04             5,350
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 8, Final JY 8, Special
                        JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors
                 5      Approve Executive Stock Option Plan  For        For                    Mgmt


01/22/04 - A     Siemens AG                       D69671218                          None                   107
                 1      Receive Financial Statements and     None       None                   Mgmt
                        Statutory Reports
                 2      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 1.10 per Share
                 3      Approve Discharge of Management      For        For                    Mgmt
                        Board for Fiscal 2002/2003
                 4      Approve Discharge of Supervisory     For        For                    Mgmt
                        Board for Fiscal 2002/2003
                 5      Ratify KPMG as Auditors              For        For                    Mgmt
                 6      Elect Jerry Speyer to the            For        For                    Mgmt
                        Supervisory Board; Elect
                        Hans-Dieter Wiedig as a Deputy
                        Supervisory Board Member
                 7      Authorize Repurchase of up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital;
                        Authorize Board to Issue
                        Repurchased Shares
                 8      Approve Creation of EUR 600          For        For                    Mgmt
                        Million Pool of Conditional
                        Capital with Preemptive Rights
                 9      Approve Issuance of Convertible      For        For                    Mgmt
                        Bonds and/or Bonds with Warrants
                        Attached up to Aggregate Nominal
                        Amount of EUR 11.3 Billion with
                        Preemptive Rights; Approve
                        Creation of EUR 600 Million Pool
                        of Conditional Capital to
                        Guarantee Conversion Rights


03/12/04 - A     SK Telecom                       Y4935N104                          12/31/03             1,810
                 1      Approve Appropriation of Income      For        For                    Mgmt
                        and Dividends of KRW 5500 Per Share
                 2      Amend Articles of Incorporation      For        For                    Mgmt
                 3      Approve Limit on Remuneration of     For        For                    Mgmt
                        Directors
                 4      Elect Directors                      For        For                    Mgmt
                 4.2    Elect Member(s) of Audit Committee   For        For                    Mgmt


06/29/04 - A     SMC Corp.                        J75734103                          03/31/04             2,100
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 19, Final JY 19,
                        Special JY 10
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5      Approve Retirement Bonuses for       For        For                    Mgmt
                        Director and Statutory Auditor
                 6      Appoint External Auditor             For        For                    Mgmt


04/12/04 - A/S   Societe Generale                 F43638141                          None                   134
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 3.75 per Share
                 3      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Ratify Appointment of Jean Azema     For        For                    Mgmt
                        as Director
                 6      Reelect Philippe Citerne as          For        For                    Mgmt
                        Director
                 7      Reelect Antoine Jeancourt            For        For                    Mgmt
                        Galignani as Director
                 8      Reelect Euan Baird as Director       For        For                    Mgmt
                 9      Reelect Michel Cicurel as Director   For        For                    Mgmt
                 10     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        Special Business
                 11     Amend Articles of Association to     For        For                    Mgmt
                        Reflect 2003 Legal Changes Re:
                        Internal Control Measures and Role
                        of Chairman
                 12     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 900 Million
                 13     Authorize Issuance of Equity or      For        Against                Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 300 Million
                          Excessive dilution of 54.7%.
                 14     Allow Board to Issue Shares in the   For        Against                Mgmt
                        Event of a Public Tender Offer or
                        Share Exchange Offer, Subject to
                        Certain Conditions
                          Excessive dilution of 54.7%.
                 15     Approve Capital Increase Reserved    For        Against                Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                          Excessive dilution of 13%.
                 16     Approve Stock Option Plan Grants     For        Against                Mgmt
                          Plan provides for discounts of 5%.
                 17     Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 18     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


04/29/04 - A/S   Societe Generale                 F43638141                          None                   134
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 3.75 per Share
                 3      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Ratify Appointment of Jean Azema     For        For                    Mgmt
                        as Director
                 6      Reelect Philippe Citerne as          For        For                    Mgmt
                        Director
                 7      Reelect Antoine Jeancourt            For        For                    Mgmt
                        Galignani as Director
                 8      Reelect Euan Baird as Director       For        For                    Mgmt
                 9      Reelect Michel Cicurel as Director   For        For                    Mgmt
                 10     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        Special Business
                 11     Amend Articles of Association to     For        For                    Mgmt
                        Reflect 2003 Legal Changes Re:
                        Internal Control Measures and Role
                        of Chairman
                 12     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 900 Million
                 13     Authorize Issuance of Equity or      For        Against                Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 300 Million
                 14     Allow Board to Issue Shares in the   For        Against                Mgmt
                        Event of a Public Tender Offer or
                        Share Exchange Offer, Subject to
                        Certain Conditions
                 15     Approve Capital Increase Reserved    For        Against                Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                 16     Approve Stock Option Plan Grants     For        Against                Mgmt
                 17     Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 18     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


02/03/04 - A/S   Sodexho Alliance SA              F84941123                          None                11,676
                        Ordinary Business
                 1      Approve Financial Statements,        For        For                    Mgmt
                        Consolidated Financial Statements,
                        and Discharge Directors
                 2      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 0.915 per Share
                 3      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 4      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 5      Reelect Pierre Bellon as Director    For        Against                Mgmt
                          Candidate  is an  insider  on  the  Remuneration
                          Committee.
                 6      Reelect Remi Baudin as Director      For        Against                Mgmt
                          Candidate  is an  insider  on  the  Remuneration
                          Committee.
                 7      Reelect Astrid Bellon as Director    For        For                    Mgmt
                 8      Reelect Francois-Xavier Bellon as    For        For                    Mgmt
                        Director
                 9      Reelect Sophie Clamens as Director   For        For                    Mgmt
                 10     Reelect Nathalie Szabo as Director   For        For                    Mgmt
                 11     Approve Remuneration of Directors    For        For                    Mgmt
                        in the Aggregate Amount of EUR
                        300,000
                 12     Authorize Issuance of                For        For                    Mgmt
                        Bonds/Debentures
                        Special Business
                 13     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 63 Million
                 14     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 63 Million
                 15     Approve Stock Option Plan Grants     For        Against                Mgmt
                          Plan provides for discounts of up to 20%.
                 16     Authorize Board to Increase          For        For                    Mgmt
                        Capital to Service Company
                        Savings-Related Share Purchase Plan
                 17     Approve Capital Increase Reserved    For        For                    Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                        Shareholder Proposal
                 A      Shareholder Proposal: Decrease       Against    Against                ShrHoldr
                        Tenure Requirement for Double
                        Voting Rights from Four to Two
                        Years
                 19     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


05/11/04 - A     Standard Chartered PLC           G84228157                          None                15,700
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Final Dividend of 36.49 US   For        For                    Mgmt
                        Cents Per Ordinary Share
                 3      Approve Remuneration Report          For        For                    Mgmt
                 4      Elect Jamie Dundas as Director       For        For                    Mgmt
                 5      Elect Ruth Markland as Director      For        For                    Mgmt
                 6      Elect Paul Skinner as Director       For        For                    Mgmt
                 7      Re-elect Mervyn Davies as Director   For        For                    Mgmt
                 8      Re-elect Michael DeNoma as Director  For        For                    Mgmt
                 9      Re-elect Rudolph Markham as          For        For                    Mgmt
                        Director
                 10     Re-elect Hugh Norton as Director     For        For                    Mgmt
                 11     Re-appoint KPMG Audit Plc as         For        For                    Mgmt
                        Auditors of the Company
                 12     Authorise Board to Fix               For        For                    Mgmt
                        Remuneration of the Auditors
                 13     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of USD 117,487,333
                        and up to USD 213,708,480 Pursuant
                        to Rights Issues, Scrip Dividends,
                        Share Schemes and Exchangeable
                        Securities
                 14     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount Equal to the
                        Company's Share Capital
                        Repurchased Under Item 16
                 15     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of USD 29,370,451
                 16     Authorise 117,487,333 Ordinary       For        For                    Mgmt
                        Shares for Market Purchase
                 17     Authorise 331,388 Non-Cumulative     For        For                    Mgmt
                        Preference Shares of USD 5 Each
                        and 195,285,000 Non-Cumulative
                        Preference Shares of GBP 1 Each
                        for Market Purchase
                 18     Amend Standard Chartered 2001        For        For                    Mgmt
                        Performance Share Plan
                 19     Adopt Standard Chartered 2004 UK     For        For                    Mgmt
                        Sharesave Scheme and the Standard
                        Chartered 2004 International
                        Sharesave Scheme


04/23/04 - A     STMicroelectronics N.V. *STM*    N83574108                          None                    24
                 1      Open Meeting                         None       None                   Mgmt
                 2      Receive Report of Management Board   None       None                   Mgmt
                 3      Receive Report of Supervisory Board  None       None                   Mgmt
                 4      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 5      Approve Discharge of Management      For        For                    Mgmt
                        Board
                 6      Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 7      Approve Dividend of $0.12 Per        For        For                    Mgmt
                        Ordinary Share
                 8      Elect Gerald Arbola as New Member    For        For                    Mgmt
                        of Supervisory Board
                 9      Elect Didier Lombard as New Member   For        For                    Mgmt
                        of Supervisory Board
                 10     Approve Remuneration of              For        For                    Mgmt
                        Supervisory Board
                 11     Approve Employee Stock Purchase      For        For                    Mgmt
                        Plan
                 12     Grant Supervisory Board Authority    For        Against                Mgmt
                        for Five Years to Issue All
                        Authorized but Unissued Shares
                        Restricting/Excluding Preemptive
                        Rights
                          Potential antitakeover device.
                 13     Lower Quorum Requirement for         For        Against                Mgmt
                        General Meeting from One-Third to
                        15 Percent of Issued Share Capital
                          Change  the quorum  for the  general  meeting of
                          shareholders       from       one-third       of
                          STMicroelectronics  N.V.'s  issued share capital
                          to  15  percent  of  STMicroelectronics   N.V.'s
                          issued  share  capital and to amend the Articles
                          of  Association  in  this  respect.   A  company
                          representative  stated that a lower quorum would
                          render   more    flexible    the   approval   of
                          resolutions  submitted  to the general  meeting.
                          In the  case  of  STMicroelectronics  N.V.,  two
                          shareholders  indirectly  control  17.25 percent
                          each of the capital.
                 14     Amend Articles to Reflect Lowering   For        Against                Mgmt
                        of Quorum Requirement (Item 13)
                          Amend  articles in  connection  with proposal to
                          lower   quorum  in  Item  13.  In  the  case  of
                          STMicroelectronics    N.V.,   two   shareholders
                          indirectly  control  17.25  percent  each of the
                          capital.
                 15     Approve Company's Corporate          For        For                    Mgmt
                        Governance Policy
                 16     Allow Questions                      None       None                   Mgmt
                 17     Close Meeting                        None       None                   Mgmt


06/29/04 - A     Sumitomo Metal Industries Ltd.   J77669133                          03/31/04            12,000
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 0, Final JY 1.5,
                        Special JY 0
                 2      Amend Articles to: Abolish           For        For                    Mgmt
                        Retirement Bonus System
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.3    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  can be  expected to fulfill the role of
                          independent monitor of the company's  activities
                          on behalf of all shareholders.
                 5      Approve Special Bonus for Family     For        For                    Mgmt
                        of Deceased Statutory Auditor
                 6      Approve Payments to Continuing       For        For                    Mgmt
                        Directors and Statutory Auditors
                        in Connection with Abolition of
                        Retirement Bonus System
                          The company has disclosed  the aggregate  amount
                          of  the  payments  to  ten   directors  (JY  299
                          million) and to three  auditors (JY 18 million).
                          Compensation  for the  directors and auditors up
                          to this  point has been  predicated  upon  their
                          eventual  receipt  of  retirement  bonuses,  and
                          these payments,  which cover their service up to
                          this  point,  will make up for the fact that due
                          to abolition  of the  retirement  bonus  system,
                          the   directors   and   auditors   will  not  be
                          receiving   the  bonuses  which  they  had  been
                          expecting.   However,   one  of  the  continuing
                          auditors has been  designated  by the company as
                          independent.  While we applaud the disclosure of
                          the  aggregate  payments,   which  few  Japanese
                          companies  do, it is  nevertheless  difficult to
                          evaluate  whether the individual  payment to the
                          independent  auditor  is set  at an  appropriate
                          level.    Accordingly,    we   recommend    that
                          shareholders oppose this resolution.


06/29/04 - A     SUMITOMO MITSUI FINANCIAL        J7771X109                          03/31/04                 5
                 GROUP INC.
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends
                        on Ordinary Shares: Interim JY 0,
                        Final JY 3000, Special JY 0
                 2      Amend Articles to: Decrease          For        For                    Mgmt
                        Authorized Preferred Share Capital
                        to Reflect Conversion of Preferred
                        to Ordinary Shares - Authorize
                        Share Repurchases at Board's
                        Discretion
                 3      Elect Director                       For        For                    Mgmt
                 4      Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  cannot be  expected to fulfill the role
                          of   independent   monitor   of  the   company's
                          activities on behalf of all shareholders.
                 5      Approve Retirement Bonuses for       For        For                    Mgmt
                        Director and Statutory Auditor
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.


11/18/03 - A     Sun Hung Kai Properties Ltd.     Y82594121                          11/10/03            42,000
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Final Dividend               For        For                    Mgmt
                 3      Reelect Directors and Fix Their      For        For                    Mgmt
                        Remuneration
                 4      Reappoint Auditors and Authorize     For        For                    Mgmt
                        Board to Fix Their Remuneration
                 5      Approve Repurchase of Up to 10       For        For                    Mgmt
                        Percent of Issued Capital
                 6      Approve Issuance of Equity or        For        For                    Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights
                 7      Authorize Reissuance of              For        For                    Mgmt
                        Repurchased Shares
                 8      Other Business (Voting)              For        Against                Mgmt
                          Details of other business not disclosed.


06/29/04 - A     Suzuki Motor Corp.               J78529138                          03/31/04            20,000
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 4, Final JY 5, Special
                        JY 0
                 2      Amend Articles to: Allow             For        For                    Mgmt
                        Appointment of Alternate Statutory
                        Auditors - Authorize Share
                        Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  cannot be  expected to fulfill the role
                          of   independent   monitor   of  the   company's
                          activities on behalf of all shareholders.
                 4.3    Appoint Internal Statutory Auditor   For        For                    Mgmt
                          Given the  realities  of Japanese  business  and
                          the strong  loyalties to companies held by those
                          with  long-standing  ties to those companies and
                          their  affiliates,  this nominee for independent
                          auditor  cannot be  expected to fulfill the role
                          of   independent   monitor   of  the   company's
                          activities on behalf of all shareholders.
                 4.4    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.5    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors and Statutory Auditors
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.


05/11/04 - A     Taiwan Semiconductor             Y84629107                          03/12/04           247,796
                 Manufacturing Co.
                 1.1    Receive Report on Business           None       None                   Mgmt
                        Operation Results for Fiscal Year
                        2003
                 1.2    Receive Supervisors' Report          None       None                   Mgmt
                 1.3    Receive Report on the Acquisition    None       None                   Mgmt
                        and Disposal of Assets
                 1.4    Receive Report on Endorsments and    None       None                   Mgmt
                        Guarantees
                 2.1    Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2.2    Approve Allocation of Income and     For        For                    Mgmt
                        Cash Dividend of NTD 0.60 per
                        Share and Stock Dividend of 140
                        Shares per 1000 Shares Held
                 2.3    Approve Capitalization of 2003       For        For                    Mgmt
                        Dividends and Employee Profit
                        Sharing
                 3      Other Business                       None       None                   Mgmt


06/29/04 - A     Takeda Chemical Industries       J81281115                          03/31/04               200
                 Ltd.
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 36, Final JY 41,
                        Special JY 0
                 2      Amend Articles to: Change Company    For        For                    Mgmt
                        Name in English to Takeda
                        Pharmaceutical Co. Ltd. -
                        Authorize Share Repurchases at
                        Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5      Approve Retirement Bonus for         For        For                    Mgmt
                        Statutory Auditor


06/23/04 - A     Teijin Ltd.                      J82270117                          03/31/04             3,000
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 3, Final JY 3.5,
                        Special JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5      Approve Executive Stock Option Plan  For        For                    Mgmt
                 6      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors and Statutory Auditors
                          As we believe  the  payment  of such  bonuses to
                          non-executives   is   a   highly   inappropriate
                          practice anywhere,  not just in Japan, we see no
                          alternative but to recommend  opposing the whole
                          item.


05/04/04 - A     Telecom Italia Mobile            T9276A104                          04/29/04             4,732
                        Ordinary Business
                 1      Amend Rules Governing General        For        For                    Mgmt
                        Meetings
                 2      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 3      Elect External Auditors For the      For        For                    Mgmt
                        Three-Year Term 2004-2006 and Fix
                        Remuneration of Auditors
                 4      Elect Members of the Board of        For        For                    Mgmt
                        Directors
                 5      Redefine Remuneration of Internal    For        For                    Mgmt
                        Statutory Auditors
                        Special Business
                 1      Amend Articles To Reflect New        For        Against                Mgmt
                        Italian Company Law Regulations
                          Some  of  the  proposed  articles  would  remove
                          important     oversight      mechanisms     from
                          shareholders   and  would  have  the  effect  of
                          limiting  rights  that  shareholders   would  be
                          entitled  to once the new  Italian  Company  Law
                          provisions would become effective.


04/29/04 - A     Telefonica S.A. (Formerly        E90183182                          None                41,274
                 Telefonica De Espana, S.A.)
                 1      Approve Financial Statements,        For        For                    Mgmt
                        Allocation of Income, and
                        Discharge Directors
                 2      Approve Dividend Per Share           For        For                    Mgmt
                 3      Approve Auditors                     For        For                    Mgmt
                 4      Authorize Repurchase of Shares       For        For                    Mgmt
                 5      Approve General Meeting Guidelines   For        For                    Mgmt
                 6      Authorize Board to Ratify and        For        For                    Mgmt
                        Execute Approved Resolutions


04/29/04 - A     Telefonica S.A. (Formerly        879382208                          04/02/04             5,450
                 Telefonica De Espana, S.A.)
                        Meeting for Holders of ADRs
                 1      APPROVAL OF THE ANNUAL ACCOUNTS      For        For                    Mgmt
                        AND OF THE MANAGEMENT REPORT OF
                        TELEFONICA, S.A. AND OF ITS
                        CONSOLIDATED GROUP OF COMPANIES,
                        AS WELL AS THE PROPOSAL FOR THE
                        APPLICATION OF THE RESULTS OF
                        TELEFONICA, S.A., AND THAT OF THE
                        MANAGEMENT OF ITS BOARD OF DIRE
                 2      APPROVAL OF THE SHAREHOLDER          For        For                    Mgmt
                        REMUNERATION: DISTRIBUTION OF
                        DIVIDENDS FROM 2003 NET INCOME AND
                        FROM THE ADDITIONAL
                        PAID-IN-CAPITAL RESERVE.
                 3      APPROVAL OF THE DESIGNATION OF THE   For        For                    Mgmt
                        ACCOUNTS AUDITOR FOR THE 2004
                        FISCAL YEAR.
                 4      APPROVAL OF THE AUTHORIZATION FOR    For        For                    Mgmt
                        THE ACQUISITION OF TREASURY STOCK,
                        DIRECTLY OR THROUGH GROUP
                        COMPANIES.
                 5      APPROVAL, IF APPROPRIATE, OF THE     For        For                    Mgmt
                        REGULATIONS OF THE GENERAL MEETING
                        OF SHAREHOLDERS OF TELEFONICA,
                        S.A. .
                 6      DELEGATION OF POWERS FOR THE         For        For                    Mgmt
                        FORMALIZING, INTERPRETING,
                        CORRECTING AND EXECUTING OF THE
                        RESOLUTIONS ADOPTED BY THE ANNUAL
                        GENERAL SHAREHOLDERS MEETING.


04/30/04 - A     Telefonica S.A. (Formerly        E90183182                          None                41,274
                 Telefonica De Espana, S.A.)
                 1      Approve Financial Statements,        For        For                    Mgmt
                        Allocation of Income, and
                        Discharge Directors
                 2      Approve Dividend Per Share           For        For                    Mgmt
                 3      Approve Auditors                     For        For                    Mgmt
                 4      Authorize Repurchase of Shares       For        For                    Mgmt
                 5      Approve General Meeting Guidelines   For        For                    Mgmt
                 6      Authorize Board to Ratify and        For        For                    Mgmt
                        Execute Approved Resolutions


04/20/04 - A/S   Television Francaise 1           F91255103                          None                 2,240
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Discharge Directors
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 4      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 0.975 per Share
                 5      Receive Special Directors' Report    For        For                    Mgmt
                        Regarding Stock Option Grants
                 6      Receive Chairman's and Auditors'     For        For                    Mgmt
                        Report Regarding Internal Control
                        Procedures
                 7      Reelect Alain Pouyat as Director     For        For                    Mgmt
                 8      Confirm Election of Employee         For        Against                Mgmt
                        Representatives to the Board
                          Employee   directors   may  not  fulfill   their
                          primary   obligation  to  oversee  and  evaluate
                          management on behalf of shareholders.
                 9      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 10     Authorize Issuance of                For        Against                Mgmt
                        Bonds/Debentures
                          Full   use   of   this    authorization    could
                          potentially  increase the  debt-to-equity  ratio
                          to an  excessive  189%.  The size of the request
                          could  put too  much  power  into  the  hands of
                          management.
                        Special Business
                 11     Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 12     Authorize Issuance of Equity or      For        Against                Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 120 Million
                          Excessive dilution of 278%.
                 13     Authorize Issuance of Equity or      For        Against                Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 120 Million
                          Excessive dilution of 278%.
                 14     Authorize Capital Increase of Up     For        Against                Mgmt
                        to EUR 120 Million for Future
                        Exchange Offers
                          Excessive dilution of 278%.
                 15     Set Global Limit for Capital         For        Against                Mgmt
                        Increase to Result from All
                        Issuance Requests at EUR 120
                        Million
                          Excessive dilution of 278%.
                 16     Approve Capital Increase Reserved    For        For                    Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                 17     Approve Issuance of Equity-Linked    For        Against                Mgmt
                        Securities Reserved for Employees
                        Participating in Savings-Related
                        Share Purchase Plan
                          Approval  of this plan could  increase  employee
                          participation to an excessive 13.56%.
                 18     Amend Articles of Association to     For        For                    Mgmt
                        Reflect 2003 Regulation Changes
                        Re: Related-Party Transactions and
                        Internal Control Procedures
                 19     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


06/18/04 - A     Tesco Plc                        G87621101                          None               149,860
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Approve Final Dividend of 4.77       For        For                    Mgmt
                        Pence Per Ordinary Share
                 4      Amend Articles of Association Re:    For        For                    Mgmt
                        Director's Retirement Age
                 5      Re-elect Charles Allen as Director   For        For                    Mgmt
                 6      Re-elect Philip Clarke as Director   For        For                    Mgmt
                 7      Re-elect Harald Einsmann as          For        For                    Mgmt
                        Director
                 8      Re-elect Veronique Morali as         For        For                    Mgmt
                        Director
                 9      Re-elect Graham Pimlott as Director  For        For                    Mgmt
                 10     Elect Richard Brasher as Director    For        For                    Mgmt
                 11     Elect Ken Hydon as Director          For        For                    Mgmt
                 12     Elect Mervyn Davies as Director      For        For                    Mgmt
                 13     Elect David Reid as Director         For        For                    Mgmt
                 14     Re-appoint PricewaterhouseCoopers    For        For                    Mgmt
                        LLP as Auditors and Authorise
                        Board to Fix Remuneration of
                        Auditors
                 15     Approve Increase in Authorised       For        For                    Mgmt
                        Share Capital from GBP 481,600,000
                        to GBP 530,000,000
                 16     Approve Scrip Dividend               For        For                    Mgmt
                 17     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 128.07
                        Million
                 18     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 19.21 Million
                 19     Authorise 768.44 Million Ordinary    For        For                    Mgmt
                        Shares for Market Purchase
                 20     Authorise Tesco Stores CR a.s. to    For        For                    Mgmt
                        Make EU Political Donations up to
                        GBP 25,000 and Incur EU Political
                        Expenditure up to GBP 25,000
                 21     Authorise Tesco Stores SR a.s. to    For        For                    Mgmt
                        Make EU Political Donations up to
                        GBP 25,000 and Incur EU Political
                        Expenditure up to GBP 25,000
                 22     Authorise Tesco Global Rt to Make    For        For                    Mgmt
                        EU Political Donations up to GBP
                        25,000 and Incur EU Political
                        Expenditure up to GBP 25,000
                 23     Authorise Tesco Polska Sp z.o.o.     For        For                    Mgmt
                        to Make EU Political Donations up
                        to GBP 25,000 and Incur EU
                        Political Expenditure up to GBP
                        25,000
                 24     Approve the Tesco PLC Performance    For        For                    Mgmt
                        Share Plan 2004
                 25     Approve the Tesco PLC 2004           For        For                    Mgmt
                        Discretionary Share Option Plan


04/26/04 - A/S   THOMSON (formerly Thomson        F91823108                          None                10,600
                 Multimedia)
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Net Dividends of EUR 0.26 per Share
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Ratify Appointment of Paul Murray    For        Against                Mgmt
                        as Director
                          Lack of information  regarding board composition
                          and nominees.
                 6      Ratify Appointment of Henry P.       For        Against                Mgmt
                        Vigil as Director
                          Lack of information  regarding board composition
                          and nominees.
                 7      Ratify Appointment of Eric           For        Against                Mgmt
                        Bourdais de Charbonniere as
                        Director
                          Lack of information  regarding board composition
                          and nominees.
                 8      Reelect Thierry Breton as Director   For        Against                Mgmt
                        for a Term Lasting Four Years,
                        Subject to Approval of Item 25
                          Lack of information  regarding board composition
                          and nominees.
                 9      Reelect Frank Dangeard as Director   For        Against                Mgmt
                        for a Term Lasting Four Years,
                        Subject to Approval of Item 25
                          Lack of information  regarding board composition
                          and nominees.
                 10     Reelect Eddy Hartenstein as          For        Against                Mgmt
                        Director for a Term Lasting Four
                        Years, Subject to Approval of Item
                        25
                          Lack of information  regarding board composition
                          and nominees.
                 11     Reelect Igor Landau as Director      For        Against                Mgmt
                        for a Term Lasting Four Years,
                        Subject to Approval of Item 25
                          Lack of information  regarding board composition
                          and nominees.
                 12     Reelect Pierre Lescure as Director   For        Against                Mgmt
                        for a Term Lasting Four Years,
                        Subject to Approval of Item 25
                          Lack of information  regarding board composition
                          and nominees.
                 13     Reelect Henry P. Vigil as Director   For        Against                Mgmt
                        for a Term Lasting Four Years,
                        Subject to Approval of Item 25
                          Lack of information  regarding board composition
                          and nominees.
                 14     Reelect Didier Lombard as Director   For        Against                Mgmt
                        for a Term Lasting Four Years,
                        Subject to Approval of Item 25
                          Lack of information  regarding board composition
                          and nominees.
                 15     Ratify Mazars & Guerard as Auditors  For        For                    Mgmt
                 16     Ratify Patrick de Cambourg as        For        For                    Mgmt
                        Alternate Auditors
                 17     Approve Remuneration of Directors    For        For                    Mgmt
                        in the Aggregate Amount of EUR
                        450,000
                 18     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 19     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities
                        Special Business
                 20     Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 21     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 250 Million
                 22     Authorize Issuance of Equity or      For        Against                Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 250 Million
                 23     Confirm Share Issuance in the        For        For                    Mgmt
                        Amount of EUR 15 Million in Favor
                        of Carlton Communications PLC
                 24     Approve Capital Increase Reserved    For        For                    Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                 25     Amend Articles of Association to     For        Against                Mgmt
                        Reflect 2003 Legal Changes Re:
                        Shareholding Disclosure, Role of
                        Chairman, and Access to
                        Information; Reduction in
                        Directors' Terms from Five to Four
                        Years; and References of
                        Government Representatives on the
                        Board
                          A level of  disclosure  below 5 percent does not
                          add  substantially  to  shareholders'  interests
                          and is often only a pretext for an  antitakeover
                          defense.  A lower level also  requires a greater
                          number  of   shareholders   to  disclose   their
                          ownership,   causing   a   greater   burden   to
                          shareholders and to the company
                 26     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


05/07/04 - A/S   THOMSON (formerly Thomson        F91823108                          None                10,600
                 Multimedia)
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Net Dividends of EUR 0.26 per Share
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Ratify Appointment of Paul Murray    For        Against                Mgmt
                        as Director
                 6      Ratify Appointment of Henry P.       For        Against                Mgmt
                        Vigil as Director
                 7      Ratify Appointment of Eric           For        Against                Mgmt
                        Bourdais de Charbonniere as
                        Director
                 8      Reelect Thierry Breton as Director   For        Against                Mgmt
                        for a Term Lasting Four Years,
                        Subject to Approval of Item 25
                 9      Reelect Frank Dangeard as Director   For        Against                Mgmt
                        for a Term Lasting Four Years,
                        Subject to Approval of Item 25
                 10     Reelect Eddy Hartenstein as          For        Against                Mgmt
                        Director for a Term Lasting Four
                        Years, Subject to Approval of Item
                        25
                 11     Reelect Igor Landau as Director      For        Against                Mgmt
                        for a Term Lasting Four Years,
                        Subject to Approval of Item 25
                 12     Reelect Pierre Lescure as Director   For        Against                Mgmt
                        for a Term Lasting Four Years,
                        Subject to Approval of Item 25
                 13     Reelect Henry P. Vigil as Director   For        Against                Mgmt
                        for a Term Lasting Four Years,
                        Subject to Approval of Item 25
                 14     Reelect Didier Lombard as Director   For        Against                Mgmt
                        for a Term Lasting Four Years,
                        Subject to Approval of Item 25
                 15     Ratify Mazars & Guerard as Auditors  For        For                    Mgmt
                 16     Ratify Patrick de Cambourg as        For        For                    Mgmt
                        Alternate Auditors
                 17     Approve Remuneration of Directors    For        For                    Mgmt
                        in the Aggregate Amount of EUR
                        450,000
                 18     Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 19     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities
                        Special Business
                 20     Approve Reduction in Share Capital   For        For                    Mgmt
                        via Cancellation of Repurchased
                        Shares
                 21     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 250 Million
                 22     Authorize Issuance of Equity or      For        Against                Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 250 Million
                 23     Confirm Share Issuance in the        For        For                    Mgmt
                        Amount of EUR 15 Million in Favor
                        of Carlton Communications PLC
                 24     Approve Capital Increase Reserved    For        For                    Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan
                 25     Amend Articles of Association to     For        Against                Mgmt
                        Reflect 2003 Legal Changes Re:
                        Shareholding Disclosure, Role of
                        Chairman, and Access to
                        Information; Reduction in
                        Directors' Terms from Five to Four
                        Years; and References of
                        Government Representatives on the
                        Board
                 26     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


08/11/03 - S     Tomkins Plc                      G89158136                          None               100,792
                 1      Amend Articles of Association Re:    For        For                    Mgmt
                        Redemption of the Redeemable
                        Convertible Shares
                 2      Authorize the Early Redemption of    For        For                    Mgmt
                        the Redeemable Preference Shares


05/21/04 - A     Tomkins Plc                      G89158136                          None                81,002
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Approve Final Dividend of 7.4        For        For                    Mgmt
                        Pence Per Share
                 4      Re-elect David Newlands as Director  For        For                    Mgmt
                 5      Re-elect Kenneth Lever as Director   For        For                    Mgmt
                 6      Re-elect Sir Brian Pitman as         For        For                    Mgmt
                        Director
                 7      Re-appoint Deloitte and Touche LLP   For        For                    Mgmt
                        as Auditors of the Company
                 8      Authorise Board to Fix               For        For                    Mgmt
                        Remuneration of the Auditors
                 9      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 12,887,706
                 10     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 1,933,155
                 11     Authorise 77,326,236 Ordinary        For        For                    Mgmt
                        Shares for Market Purchase
                 12     Amend Articles Re: Wordings          For        For                    Mgmt


04/28/04 - A/S   Total S.A. (Formerly Total       F92124100                          None                12,120
                 Fina Elf S.A )
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Net Dividends of EUR 4.70 per Share
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        and Reissuance of Repurchased
                        Shares
                 6      Authorize Issuance of                For        For                    Mgmt
                        Bonds/Debentures
                 7      Reelect Thierry Desmarest as         For        For                    Mgmt
                        Director
                 8      Reelect Thierry de Rudder as         For        For                    Mgmt
                        Director
                 9      Reelect Serge Tchuruk as Director    For        For                    Mgmt
                 10     Elect Daniel Boeuf as                For        For                    Mgmt
                        Representative of Employee
                        Shareholders to the Board
                 11     Elect Philippe Marchandise as        Against    Against                Mgmt
                        Representative of Employee
                        Shareholders to the Board
                 12     Elect Cyril Mouche as                Against    Against                Mgmt
                        Representative of Employee
                        Shareholders to the Board
                 13     Elect Alan Cramer as                 Against    Against                Mgmt
                        Representative of Employee
                        Shareholders to the Board
                 14     Ratify Ernst & Young Audit as        For        For                    Mgmt
                        Auditors
                 15     Ratify KPMG Audit as Auditors        For        For                    Mgmt
                 16     Ratify Pierre Jouanne as Alternate   For        For                    Mgmt
                        Auditor
                 17     Ratify Jean-Luc Decornoy as          For        For                    Mgmt
                        Alternate Auditor
                 18     Approve Remuneration of Directors    For        For                    Mgmt
                        in the Aggregate Amount of EUR
                        900,000
                        Special Business
                 19     Approve Stock Option Plan Grants     For        For                    Mgmt
                 20     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 4 Billion
                 21     Authorize Issuance of Equity or      For        Against                Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 2 Billion
                 22     Approve Capital Increase Reserved    For        For                    Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan


05/14/04 - A/S   Total S.A. (Formerly Total       F92124100                          None                24,240
                 Fina Elf S.A )
                        Ordinary Business
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Allocation of Income and     For        For                    Mgmt
                        Net Dividends of EUR 4.70 per Share
                 4      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 5      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                        and Reissuance of Repurchased
                        Shares
                 6      Authorize Issuance of                For        For                    Mgmt
                        Bonds/Debentures
                 7      Reelect Thierry Desmarest as         For        For                    Mgmt
                        Director
                 8      Reelect Thierry de Rudder as         For        For                    Mgmt
                        Director
                 9      Reelect Serge Tchuruk as Director    For        For                    Mgmt
                 10     Elect Daniel Boeuf as                For        For                    Mgmt
                        Representative of Employee
                        Shareholders to the Board
                 11     Elect Philippe Marchandise as        Against    Against                Mgmt
                        Representative of Employee
                        Shareholders to the Board
                 12     Elect Cyril Mouche as                Against    Against                Mgmt
                        Representative of Employee
                        Shareholders to the Board
                 13     Elect Alan Cramer as                 Against    Against                Mgmt
                        Representative of Employee
                        Shareholders to the Board
                 14     Ratify Ernst & Young Audit as        For        For                    Mgmt
                        Auditors
                 15     Ratify KPMG Audit as Auditors        For        For                    Mgmt
                 16     Ratify Pierre Jouanne as Alternate   For        For                    Mgmt
                        Auditor
                 17     Ratify Jean-Luc Decornoy as          For        For                    Mgmt
                        Alternate Auditor
                 18     Approve Remuneration of Directors    For        For                    Mgmt
                        in the Aggregate Amount of EUR
                        900,000
                        Special Business
                 19     Approve Stock Option Plan Grants     For        For                    Mgmt
                 20     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 4 Billion
                 21     Authorize Issuance of Equity or      For        Against                Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of EUR 2 Billion
                 22     Approve Capital Increase Reserved    For        For                    Mgmt
                        for Employees Participating in
                        Savings-Related Share Purchase Plan


06/23/04 - A     Toyota Motor Corp.               J92676113                          03/31/04             1,400
                        Management Proposals
                 1      Approve Allocation of Income,        For        Against                Mgmt
                        Including the Following Dividends:
                        Interim JY 20, Final JY 25,
                        Special JY 0
                          Because  we  believe   support  for  the  higher
                          dividend  proposed  by  shareholders  in  Item 7
                          would  likely spur demand for Toyota  shares and
                          help boost the share price,  we  recommend  that
                          shareholders oppose this resolution.
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4      Approve Executive Stock Option Plan  For        For                    Mgmt
                 5      Authorize Share Repurchase Program   For        For                    Mgmt
                 6      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors and Special Bonus for
                        Family of Deceased Director
                        Shareholder Proposals
                 7      Approve Alternate Allocation of      Against    For                    ShrHoldr
                        Income, with a Final Dividend of
                        JY 40 Per Share
                          Because  we  believe   support  for  the  higher
                          dividend  proposed by  shareholders in Item 7 is
                          likely to increase  demand for Toyota shares and
                          help boost the share price,  we  recommend  that
                          shareholders support this resolution.
                 8      Amend Articles of Incorporation to   Against    For                    ShrHoldr
                        Require Disclosure of Individual
                        Compensation Levels of Directors
                        and Statutory Auditors
                          Because we believe the proposed  amendment  will
                          improve    the   flow   of   useful,    relevant
                          information to shareholders,  and should enhance
                          the    company's    overall    reputation    for
                          transparency,  we  recommend  support  for  this
                          resolution.
                 9      Amend Articles of Incorporation to   Against    Against                ShrHoldr
                        Prohibit Corporate Donations to
                        Political Parties and Political
                        Fundraising Groups


04/15/04 - A     Ubs Ag                           H8920M855                          None                18,630
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of CHF 2.60 per Share
                 3      Approve Discharge of Board and       For        For                    Mgmt
                        Senior Management
                 4      Elect Directors                      For        For                    Mgmt
                 4.3    Ratify Ernst and Young as Auditors   For        For                    Mgmt
                 5.1    Approve CHF 47.6 Million Reduction   For        For                    Mgmt
                        in Share Capital via Cancellation
                        of Shares
                 5.2    Authorize Repurchase of Issued       For        For                    Mgmt
                        Share Capital


04/15/04 - A     Ubs Ag                           H8920M855                          03/10/04             1,012
                        Meeting for Holders of ADRs
                 1      ANNUAL REPORT, GROUP AND PARENT      For        For                    Mgmt
                        COMPANY ACCOUNTS FOR 2003. REPORTS
                        OF THE GROUP AND STATUTORY AUDITORS
                 2      APPROPRIATION OF RETAINED            For        For                    Mgmt
                        EARNINGS. DIVIDEND FOR FINANCIAL
                        YEAR 2003
                 3      DISCHARGE OF THE MEMBERS OF THE      For        For                    Mgmt
                        BOARD OF DIRECTORS AND THE GROUP
                        EXECUTIVE BOARD
                 4      RE-ELECTION OF BOARD MEMBER: SIR     For        For                    Mgmt
                        PETER DAVIS
                 5      ELECTION OF NEW BOARD MEMBER:        For        For                    Mgmt
                        STEPHAN HAERINGER
                 6      ELECTION OF NEW BOARD MEMBER:        For        For                    Mgmt
                        HELMUT PANKE
                 7      ELECTION OF NEW BOARD MEMBER:        For        For                    Mgmt
                        PETER SPUHLER
                 8      RE-ELECTION OF GROUP AND STATUTORY   For        For                    Mgmt
                        AUDITORS ERNST & YOUNG LTD., BASEL
                 9      CAPITAL REDUCTION: CANCELLATION OF   For        For                    Mgmt
                        SHARES REPURCHASED UNDER THE
                        2003/2004 SHARE BUYBACK PROGRAM
                        AND RESPECTIVE AMENDMENT OF
                        ARTICLE 4 OF THE ARTICLES OF
                        ASSOCIATION
                 10     CAPITAL REDUCTION: APPROVAL OF A     For        For                    Mgmt
                        NEW 2004/2005 SHARE BUYBACK PROGRAM
                 11     IN CASE OF AD-HOC SHAREHOLDERS       For        Against                Mgmt
                        MOTIONS DURING THE ANNUAL GENERAL
                        MEETING, I/WE AUTHORIZE MY/OUR
                        PROXY TO VOTE IN ACCORDANCE WITH
                        THE BOARD OF DIRECTORS
                          Details  of  other  business  not  disclosed  by
                          company.


06/08/04 - A     UCB                              B93562120                          None                   135
                 1      Receive Directors' Report            None       None                   Mgmt
                 2      Receive Auditors' Report             None       None                   Mgmt
                 3      Approve Financial Statements and     For        For                    Mgmt
                        Allocation of Income
                 4      Approve Discharge of Directors       For        For                    Mgmt
                 5      Approve Discharge of Auditors        For        For                    Mgmt
                 6      Reelect M. Eyskens and Prince        For        For                    Mgmt
                        Laurent as Independent Directors;
                        Elect Frederik Rock Doliveux as
                        Director; Reelect Daniel Goosens
                        as Auditor; Approve Remuneration
                        of Auditors of EUR 129,000 for the
                        UCB Group, of Which EUR 60,000 for
                        UCB S.A.


06/25/04 - A     UFJ Holdings Inc.                J9400N106                          03/31/04               125
                 1      Approve Allocation of Retained       For        For                    Mgmt
                        Earnings, with No Dividends on
                        Ordinary Shares
                 2      Amend Articles to: Decrease          For        For                    Mgmt
                        Authorized Preferred Share Capital
                        to Reflect Conversion of Preferred
                        to Ordinary Shares - Authorize
                        Share Repurchases at Board's
                        Discretion
                 3      Elect Directors                      For        For                    Mgmt


04/30/04 - A/S   Unicredito Italiano SpA (Form    T95132105                          04/23/04           172,243
                 .Credito Italiano)
                        Special Business
                 1      Approve Issuance of Maximum 60       For        For                    Mgmt
                        Million Shares Pursuant to Share
                        Option Scheme In Favor of
                        Managers/Directors of the Group
                 2      Approve Issuance of Maximum 104.85   For        For                    Mgmt
                        Million Shares Pursuant to Share
                        Option Scheme In Favor of
                        Employees of the Group
                        Ordinary Business
                 1      Accept Financial Statements,         For        For                    Mgmt
                        Consolidated Accounts, and
                        Statutory Reports
                 2      Authorize Share Repurchase Program   For        For                    Mgmt
                 3      Approve Allocation of Income         For        For                    Mgmt
                 4      Appoint Internal Statutory           For        For                    Mgmt
                        Auditors, Chairman, and Two
                        Alternate Auditors
                 5      Approve Annual Remuneration of       For        For                    Mgmt
                        Internal Statutory Auditors
                 6      Elect External Auditors, KPMG Spa,   For        For                    Mgmt
                        and Fix Remuneration of Auditors


05/04/04 - A/S   Unicredito Italiano SpA (Form    T95132105                          None               172,243
                 .Credito Italiano)
                        Special Business
                 1      Approve Issuance of Maximum 60       For        For                    Mgmt
                        Million Shares Pursuant to Share
                        Option Scheme In Favor of
                        Managers/Directors of the Group
                 2      Approve Issuance of Maximum 104.85   For        For                    Mgmt
                        Million Shares Pursuant to Share
                        Option Scheme In Favor of
                        Employees of the Group
                        Ordinary Business
                 1      Accept Financial Statements,         For        For                    Mgmt
                        Consolidated Accounts, and
                        Statutory Reports
                 2      Authorize Share Repurchase Program   For        For                    Mgmt
                 3      Approve Allocation of Income         For        For                    Mgmt
                 4      Appoint Internal Statutory           For        For                    Mgmt
                        Auditors, Chairman, and Two
                        Alternate Auditors
                 5      Approve Annual Remuneration of       For        For                    Mgmt
                        Internal Statutory Auditors
                 6      Elect External Auditors, KPMG Spa,   For        For                    Mgmt
                        and Fix Remuneration of Auditors


06/25/04 - S     Unicredito Italiano SpA (Form    T95132105                          06/18/04             8,614
                 .Credito Italiano)
                        Special Business
                 1      Amend Articles To Reflect New        For        Against                Mgmt
                        Italian Company Law Regulations;
                        Introduce One New Article in the
                        Bylaws; Cancel Rules Governing
                        General Meetings As Part of the
                        Company's Bylaws
                          Considering   that   the   amendments   herewith
                          presented  are  under a  bundled  item  and that
                          some of them would  have the effect of  limiting
                          rights  that  shareholders  would be entitled to
                          once  the new  Italian  Company  Law  provisions
                          would  become  effective,  we  recommend  a vote
                          against this resolution.
                        Ordinary Business
                 1      Approve Rules Governing General      For        For                    Mgmt
                        Meetings


06/28/04 - S     Unicredito Italiano SpA (Form    T95132105                          None                 8,614
                 .Credito Italiano)
                        Special Business
                 1      Amend Articles To Reflect New        For        Against                Mgmt
                        Italian Company Law Regulations;
                        Introduce One New Article in the
                        Bylaws; Cancel Rules Governing
                        General Meetings As Part of the
                        Company's Bylaws
                        Ordinary Business
                 1      Approve Rules Governing General      For        For                    Mgmt
                        Meetings


06/29/04 - S     Unicredito Italiano SpA (Form    T95132105                          None                 8,614
                 .Credito Italiano)
                        Special Business
                 1      Amend Articles To Reflect New        For        Against                Mgmt
                        Italian Company Law Regulations;
                        Introduce One New Article in the
                        Bylaws; Cancel Rules Governing
                        General Meetings As Part of the
                        Company's Bylaws
                        Ordinary Business
                 1      Approve Rules Governing General      For        For                    Mgmt
                        Meetings


06/29/04 - A     Uniden Corp.                     J94148103                          03/31/04            13,000
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 12.5, Final JY 12.5,
                        Special JY 0
                 2      Elect Directors                      For        For                    Mgmt
                 3.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 3.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors and Statutory Auditors
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.


05/12/04 - A     Unilever Plc                     G92087124                          None                62,747
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Approve Final Dividend of 11.92      For        For                    Mgmt
                        Pence Per Ordinary Share
                 4      Re-elect Niall Fitzgerald as         For        For                    Mgmt
                        Director
                 5      Re-elect Antony Burgmans as          For        For                    Mgmt
                        Director
                 6      Re-elect Clive Butler as Director    For        For                    Mgmt
                 7      Re-elect Patrick Cescau as Director  For        For                    Mgmt
                 8      Re-elect Keki Dadiseth as Director   For        For                    Mgmt
                 9      Re-elect Andre baron van Heemstra    For        For                    Mgmt
                        as Director
                 10     Re-elect Rudy Markham as Director    For        For                    Mgmt
                 11     Elect Kees van der Graaf as          For        For                    Mgmt
                        Director
                 12     Re-elect Lord Brittan of             For        For                    Mgmt
                        Spennithorne as Director
                 13     Re-elect Baroness Chalker of         For        For                    Mgmt
                        Wallasey as Director
                 14     Re-elect Bertrand Collomb as         For        For                    Mgmt
                        Director
                 15     Re-elect Wim Dik as Director         For        For                    Mgmt
                 16     Re-elect Oscar Fanjul as Director    For        For                    Mgmt
                 17     Re-elect Claudio Gonzalez as         For        For                    Mgmt
                        Director
                 18     Re-elect Hilmar Kopper as Director   For        For                    Mgmt
                 19     Re-elect The Lord Simon of           For        For                    Mgmt
                        Highbury as Director
                 20     Re-elect Jeroen van der Veer as      For        For                    Mgmt
                        Director
                 21     Re-appoint PricewaterhouseCoopers    For        For                    Mgmt
                        LLP as Auditors of the Company
                 22     Authorise Board to Fix               For        For                    Mgmt
                        Remuneration of the Auditors
                 23     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 13,450,000
                 24     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 2 Million
                 25     Authorise 290 Million Ordinary       For        For                    Mgmt
                        Shares for Market Purchase
                 26     Amend Articles of Association Re:    For        For                    Mgmt
                        New Corporate Governance
                        Arrangements
                 27     Amend Articles of Association Re:    For        For                    Mgmt
                        Treasury Shares


05/06/04 - A     United Business Media Plc (Fm.   G92272106                          None                15,488
                 United News & Media Plc)
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Approve Final Dividend of 5.7        For        For                    Mgmt
                        Pence Per Share
                 4      Re-elect John Botts as Director      For        For                    Mgmt
                 5      Re-elect Malcolm Wall as Director    For        For                    Mgmt
                 6      Re-appoint Ernst and Young LLP as    For        For                    Mgmt
                        Auditors and Authorise Board to
                        Fix Remuneration of Auditors
                 7      Authorise 33,582,615 Ordinary        For        For                    Mgmt
                        Shares for Market Purchase
                 8      Authorise 6,212,819 B Shares for     For        For                    Mgmt
                        Market Purchase
                 9      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 27,985,513
                 10     Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 4,197,827
                 11     Authorise EU Political Donations     For        For                    Mgmt
                        and Incur EU Political Expenditure
                        up to Aggregate Nominal Amount of
                        GBP 100,000
                 12     Approve United Business Media 2004   For        For                    Mgmt
                        Uk and International Sharesave
                        Schemes


04/29/04 - A     United Overseas Bank             V96194127                          None                19,618
                 1      Adopt Financial Statements and       For        For                    Mgmt
                        Directors' and Auditors' Reports
                 2      Declare Final Dividend of SGD 0.40   For        For                    Mgmt
                        Per Share
                 3      Approve Directors' Fees of SGD       For        For                    Mgmt
                        618,750
                 4      Reappoint Ernst & Young as           For        For                    Mgmt
                        Auditors and Authorize Board to
                        Fix Their Remuneration
                 5      Reelect Sim Wong Hoo as Director     For        For                    Mgmt
                 6      Reelect Lim Pin as Director          For        For                    Mgmt
                 7      Reelect Margaret Lien Wen Hsien as   For        For                    Mgmt
                        Director
                 8      Reelect Ng Boon Yew as Director      For        For                    Mgmt
                 9      ReappointWee Cho Yaw as Director     For        For                    Mgmt
                 10     Approve Issuance of Shares and       For        Against                Mgmt
                        Grant of Options Pursuant to the
                        1999 Share Option Scheme
                          Excessive dilution of 10%.
                 11     Approve Issuance of Shares without   For        For                    Mgmt
                        Preemptive Rights


04/29/04 - S     United Overseas Bank             V96194127                          None                19,618
                 1      Authorize Share Repurchase Program   For        For                    Mgmt


05/06/04 - A     Vivendi Universal SA (Formerly   F7063C114                          None                 7,206
                 Vivendi)
                        Annual Meeting Agenda
                 1      Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2      Accept Consolidated Financial        For        For                    Mgmt
                        Statements and Statutory Reports
                 3      Approve Special Auditors' Report     For        For                    Mgmt
                        Regarding Related-Party
                        Transactions
                 4      Approve Allocation of Income and     For        For                    Mgmt
                        Omission of Dividends
                 5      Reelect Jean-Rene Fourtou as         For        For                    Mgmt
                        Director
                 6      Reelect Claude Bebear as Director    For        For                    Mgmt
                 7      Reelect Gerard Bremond as Director   For        For                    Mgmt
                 8      Reelect Bertrand Collomb as          For        For                    Mgmt
                        Director
                 9      Reelect Paul Fribourg as Director    For        For                    Mgmt
                 10     Reelect Gerard Kleisterlee as        For        For                    Mgmt
                        Director
                 11     Reelect Henri Lachmann as Director   For        For                    Mgmt
                 12     Elect Karel Van Miert as Director    For        For                    Mgmt
                 13     Elect Pierre Rodocanachi as          For        For                    Mgmt
                        Director
                 14     Ratify Cooptation of Gabriel         For        For                    Mgmt
                        Hawawini as Director
                 15     Authorize Issuance of                For        For                    Mgmt
                        Bonds/Debentures in the Aggregate
                        Value of Up to EUR 7 Billion
                 16     Authorize Repurchase of Up to Five   For        For                    Mgmt
                        Percent of Issued Share Capital
                 17     Authorize Filing of Required         For        For                    Mgmt
                        Documents/Other Formalities


04/20/04 - A     Vnu (Nv Verenigd Bezit Vnu)      N93612104                          04/13/04               206
                 1      Open Meeting                         None       None                   Mgmt
                 2      Receive Report of Management Board   None       None                   Mgmt
                 3.1    Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 3.2    Approve Discharge of Management      For        For                    Mgmt
                        Board
                 3.3    Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 4.1    Receive Explanation of Company's     None       None                   Mgmt
                        Reserves and Dividend Policy
                 4.2    Approve Dividends                    For        For                    Mgmt
                 5      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 6.1    Grant Board Authority to Issue       For        For                    Mgmt
                        Common and Seven Percent
                        Preference Shares Up to 20 Percent
                        of Issued Share Capital
                 6.2    Grant Board Authority to Issue All   For        For                    Mgmt
                        Authorized Yet Unissued Preference
                        B Shares Restricting/Excluding
                        Preemptive Rights
                 6.3    Grant Board Authority to Exclude     For        For                    Mgmt
                        Preemptive Rights from Issuance of
                        Common Shares Under Item 6.1
                 7      Ratify Auditors                      For        For                    Mgmt
                 8      Discussion about Company's           None       None                   Mgmt
                        Corporate Governance Report
                 9      Approve Remuneration of Management   For        For                    Mgmt
                        Board
                 10     Reelect P. Elverding and J.          For        For                    Mgmt
                        Brentjes to Supervisory Board
                 11     Approve Remuneration of              For        For                    Mgmt
                        Supervisory Board
                 12     Other Business                       None       None                   Mgmt
                 13     Close Meeting                        None       None                   Mgmt


07/30/03 - A     Vodafone Group PLC               G93882101                          None             1,136,428
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Remuneration Report          For        For                    Mgmt
                 3      Reelect Lord MacLaurin of            For        For                    Mgmt
                        Knebworth as Director
                 4      Reelect Kenneth Hydon as Director    For        For                    Mgmt
                 5      Reelect Thomas Geitner as Director   For        For                    Mgmt
                 6      Reelect Alec Broers as Director      For        For                    Mgmt
                 7      Reelect Juergen Schrempp as          For        For                    Mgmt
                        Director
                 8      Elect John Buchanan as Director      For        For                    Mgmt
                 9      Approve Final Dividend of 0.8983     For        For                    Mgmt
                        Pence Per Share
                 10     Ratify Deloitte and Touche as        For        For                    Mgmt
                        Auditors
                 11     Authorize Board to Fix               For        For                    Mgmt
                        Remuneration of Auditors
                 12     Authorize EU Political Donations     For        For                    Mgmt
                        up to GBP 100,000
                 13     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of USD 900,000,000
                 14     Authorize Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of USD 340,000,000
                 15     Authorize 6,800,000,000 Shares for   For        For                    Mgmt
                        Share Repurchase Program


12/09/03 - E     Vodafone Holdings K.K. (frm.     J27859107                          10/27/03               218
                 Japan Telecom Holdings Co.,
                 Ltd
                 1      Amend Articles to: Change Location   For        For                    Mgmt
                        of Head Office - Change Company
                        Name to Vodafone Holdings K.K.
                 2      Approve Reduction in Capital         For        For                    Mgmt
                        Reserves
                 3      Elect Director                       For        For                    Mgmt


02/25/04 - A     Wal-Mart de Mexico S.A. de       P98180105                          None               121,811
                 C.V. (frmrly. Cifra S.A.)
                        Ordinary Business
                 1      Accept Chairman's Report             For        For                    Mgmt
                 2      Accept Audit Committee's Report      For        For                    Mgmt
                 3      Accept Supervisory Board Report      For        For                    Mgmt
                 4      Accept Financial Statements          For        For                    Mgmt
                 5      Accept Report Re: Share Repurchase   For        For                    Mgmt
                        Reserve
                 6      Cancel 27.6 Million Series C         For        For                    Mgmt
                        Treasury Shares
                        Special Business
                 7      Approve Conversion of Class C        For        For                    Mgmt
                        Shares into Class V Shares,
                        Increasing Voting Rights of Class
                        C Shareholders
                        Ordinary Business
                 8      Approve Allocation of Income         For        For                    Mgmt
                 9      Approve Dividend of MXN 0.44 Per     For        For                    Mgmt
                        Share Payable in Cash or Shares
                        Special Business
                 10     Approve MXN 1.9 Billion Increase     For        For                    Mgmt
                        in Variable Capital Through
                        Issuance of 98.4 Million Common
                        Shares to Service Stock Dividend
                        Payout Proposed in Previous Item;
                        Cancel Unused Portion of Capital
                        Increase
                 11     Amend Articles                       For        For                    Mgmt
                        Ordinary Business
                 12     Accept Report Re: Employee Stock     For        Against                Mgmt
                        Option Plan
                          Lack of information
                 13     Accept Report Re: Wal-Mart de        For        For                    Mgmt
                        Mexico Foundation
                 14     Approve Discharge of Directors       For        For                    Mgmt
                 15     Elect Members of Management and      For        For                    Mgmt
                        Supervisory Boards
                 16     Approve Minutes of Meeting           For        For                    Mgmt


05/20/04 - A     Wm Morrison Supermarkets PLC     G62748119                          None                59,800
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Final Dividend of 2.7        For        For                    Mgmt
                        Pence Per Share
                 3      Re-elect Marie Melnyk as Director    For        For                    Mgmt
                 4      Re-elect Roger Owen as Director      For        For                    Mgmt
                 5      Approve Remuneration Report          For        Against                Mgmt
                          Due to  the  lack  of  adequate  disclosure  and
                          rolling retesting for options,  this item is not
                          supportable.
                 6      Re-appoint KPMG Audit Plc as         For        For                    Mgmt
                        Auditors and Authorise Board to
                        Fix Remuneration of Auditors
                 7      Authorise 151,900,000 Ordinary       For        For                    Mgmt
                        Shares and 144,476 Convertible
                        Preference Shares for Market
                        Purchase
                 8      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 80 Million
                 9      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 13,255,325


04/21/04 - A     Wolters Kluwer Nv                N9643A114                          None                13,464
                 1      Open Meeting                         None       None                   Mgmt
                 2.1    Receive Report of Management Board   None       None                   Mgmt
                 2.2    Receive Report of Supervisory Board  None       None                   Mgmt
                 2.3    Approve Financial Statements and     For        For                    Mgmt
                        Statutory Reports
                 2.4    Approve Allocation of Income and     For        For                    Mgmt
                        Dividends of EUR 0.55 Per Share
                 3      Discussion about Company's           None       None                   Mgmt
                        Corporate Governance Report
                 4.1    Approve Discharge of Management      For        For                    Mgmt
                        Board
                 4.2    Approve Discharge of Supervisory     For        For                    Mgmt
                        Board
                 5      Elect Supervisory Board Member       For        For                    Mgmt
                 6.1    Approve Remuneration Policy for      For        For                    Mgmt
                        Management Board Members
                 6.2    Approve Long-Term Incentive Plan     For        For                    Mgmt
                        for Management Board Members
                 7      Grant Board Authority to Issue Up    For        For                    Mgmt
                        to 20 Percent of the Authorized
                        Yet Unissued Shares
                        Restricting/Excluding Preemptive
                        Rights
                 8      Authorize Repurchase of Up to Ten    For        For                    Mgmt
                        Percent of Issued Share Capital
                 9      Other Business                       None       None                   Mgmt
                 10     Close Meeting                        None       None                   Mgmt


04/07/04 - S     WPP Group Plc                    G97974102                          None                83,650
                 1      Approve 2004 Leadership Equity       For        For                    Mgmt
                        Acquisition Plan


04/16/04 - S     WPP Group Plc                    G97974102                          None                83,650
                 1      Approve 2004 Leadership Equity       For        For                    Mgmt
                        Acquisition Plan


06/28/04 - A     WPP Group Plc                    G97974102                          None                83,650
                 1      Accept Financial Statements and      For        For                    Mgmt
                        Statutory Reports
                 2      Approve Final Dividend of 4.4        For        For                    Mgmt
                        Pence Per Ordinary Share
                 3a     Elect Orit Gadiesh as Director       For        For                    Mgmt
                 3b     Elect Koichiro Naganuma as Director  For        For                    Mgmt
                 3c     Elect Paul Spencer as Director       For        For                    Mgmt
                 3d     Re-elect Philip Lader as Director    For        For                    Mgmt
                 3e     Re-elect Jeremy Bullmore as          For        For                    Mgmt
                        Director
                 3f     Re-elect John Jackson as Director    For        For                    Mgmt
                 3g     Re-elect Stanley Morten as Director  For        For                    Mgmt
                 3h     Re-elect John Quelch as Director     For        For                    Mgmt
                 4      Re-appoint Deloitte and Touche LLP   For        For                    Mgmt
                        as Auditors and Authorise Board to
                        Fix Remuneration of Auditors
                 5      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities with
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 39,334,225
                 6      Authorise Issuance of Equity or      For        For                    Mgmt
                        Equity-Linked Securities without
                        Pre-emptive Rights up to Aggregate
                        Nominal Amount of GBP 5,900,134
                 7      Authorise 118,002,676 Ordinary       For        For                    Mgmt
                        Shares for Market Purchase
                 8      Approve Remuneration Report          For        For                    Mgmt
                 9      Amend the Capital Investment Plan    For        For                    Mgmt
                 10     Amend the Notional Share Award Plan  For        For                    Mgmt
                 11     Approve Increase in Remuneration     For        For                    Mgmt
                        of Non-Executive Directors from
                        GBP 450,000 to GBP 1,000,000


06/24/04 - A     Yamanouchi Pharmaceutical Co.    J96216122                          03/31/04            14,000
                 Ltd.
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 15, Final JY 16,
                        Special JY 0
                 2      Amend Articles to: Authorize Share   For        For                    Mgmt
                        Repurchases at Board's Discretion
                          Because   allowing  the  company  to  repurchase
                          shares  solely at the board's  discretion is not
                          in  shareholders'  interest,  this  item  is not
                          supportable.
                 3      Approve Merger Agreement with        For        For                    Mgmt
                        Fujisawa Pharmaceutical Co.
                 4      Elect Directors                      For        For                    Mgmt
                 5.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 6      Approve Executive Stock Option Plan  For        For                    Mgmt
                 7      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors


06/29/04 - A     Yamato Transport Co. Ltd.        J96612114                          03/31/04             1,000
                 1      Approve Allocation of Income,        For        For                    Mgmt
                        Including the Following Dividends:
                        Interim JY 8, Final JY 10, Special
                        JY 0
                 2      Amend Articles to: Reduce Board      For        For                    Mgmt
                        Size - Streamline Board Structure
                        - Authorize Share Repurchases at
                        Board's Discretion
                 3      Elect Directors                      For        For                    Mgmt
                 4.1    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.2    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 4.3    Appoint Internal Statutory Auditor   For        For                    Mgmt
                 5      Approve Retirement Bonuses for       For        For                    Mgmt
                        Directors and Statutory Auditors
                        and Payments to Continuing
                        Directors and Auditors in
                        Connection with Abolition of
                        Retirement Bonus System
                          The  payment of such  bonuses to  non-executives
                          is a highly inappropriate practice.


11/28/03 - S     YUKOS OIL                        98849W108                          09/25/03             3,628
                        Elect 11 Directors by Cumulative
                        Voting
                 1      Elect Directors                      For        For                    Mgmt
                 2      Adopt New Charter                    For        Against                Mgmt
                          Lack of information
                 3      Approve Dividends for First Nine     For        For                    Mgmt
                        Months of 2003


06/24/04 - A     YUKOS OIL                        98849W108                          05/27/04             6,728
                        Meeting for Holders of ADRs
                 1      APPROVAL OF THE ANNUAL REPORT OF     For        For                    Mgmt
                        YUKOS OIL COMPANY FOR 2003.
                 2      APPROVAL OF THE ANNUAL ACCOUNTING    For        For                    Mgmt
                        REPORTS, INCLUDING THE PROFIT AND
                        LOSS ACCOUNT, OF YUKOS OIL COMPANY
                        FOR FY 2003.
                 3      APPROVAL OF DISTRIBUTION OF PROFIT   For        For                    Mgmt
                        OF YUKOS OIL COMPANY FOR FY 2003,
                        INCLUDING PAYMENT OF DIVIDEND ON
                        COMMON SHARES OF YUKOS OIL
                        COMPANY, AND OF LOSSES FOR FY 2003.
                 4      ELECTION OF THE BOARD OF DIRECTORS   For        For                    Mgmt
                        OF YUKOS OIL COMPANY.
                 5      ELECTION OF MURASHOVA ANTONINA B.    For        For                    Mgmt
                        TO THE AUDITING COMMISSION OF
                        YUKOS OIL COMPANY.
                 6      ELECTION OF BRITKOVA ELENA V. TO     For        For                    Mgmt
                        THE AUDITING COMMISSION OF YUKOS
                        OIL COMPANY.
                 7      ELECTION OF SERZHANOVA MARGARITA     For        For                    Mgmt
                        O. TO THE AUDITING COMMISSION OF
                        YUKOS OIL COMPANY.
                 8      APPROVAL OF THE AUDITOR OF YUKOS     For        For                    Mgmt
                        OIL COMPANY FOR 2004.
                 9      APPROVAL OF THE TOTAL AMOUNT OF      For        For                    Mgmt
                        REMUNERATION AND REIMBURSEMENTS OF
                        DIRECTORS OF YUKOS OIL COMPANY FOR
                        THE PERIOD 2004-2005.





                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT LARGE CAP GROWTH FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

07/11/03 - A     BEA Systems, Inc. *BEAS*          073325102                         05/27/03             4,850
                 1      Elect Directors                       For        For
                 1.1    Elect Director William T. Coleman
                        III --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Dale Crandall --- For
                 1.3    Elect Director William H. Janeway
                        --- For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For


08/21/03 - A     BMC Software, Inc. *BMC*          055921100                         07/03/03             2,900
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/17/03 - A     Centex Corp. *CTX*                152312104                         05/29/03             1,050
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Approve Omnibus Stock Plan            For        Against
                 4      Ratify Auditors                       For        For


07/18/03 - A     Dell Inc. *DELL*                  247025109                         05/23/03            21,700
                 1      Elect Directors                       For        For
                 2      Declassify the Board of Directors     For        Against
                 3      Change Company Name                   For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan


07/31/03 - A     Electronic Arts, Inc. *ERTS*      285512109                         06/04/03             2,610
                 1      Elect Directors                       For        For
                 1.1    Elect Director M. Richard Asher ---
                        For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director William J. Byron ---
                        For
                 1.3    Elect Director Leonard S. Coleman
                        --- For
                 1.4    Elect Director Gary M. Kusin --- For
                 1.5    Elect Director Gregory B. Maffei
                        --- For
                 1.6    Elect Director Timothy Mott --- For
                 1.7    Elect Director Lawrence F. Probst
                        III --- For
                 1.8    Elect Director Linda J. Srere ---
                        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


09/29/03 - A     FedEx Corporation *FDX*           31428X106                         08/04/03             1,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director August A. Busch IV
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of George J.  Mitchell.  We  recommend
                          that  shareholders  WITHHOLD votes from George J.
                          Mitchell for standing as an  affiliated  outsider
                          on the Compensation and Nominating Committees.
                 1.2    Elect Director John A. Edwardson
                        --- For
                 1.3    Elect Director George J. Mitchell
                        --- Withhold
                 1.4    Elect Director Joshua I. Smith ---
                        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposal
                 4      Declassify the Board of Directors     Against    Against


09/30/03 - A     Flextronics International Ltd.    Y2573F102                         None                 6,700
                 *FLEX*
                 1      Reelect Richard Sharp as Director     For        For
                 2a     Reelect James Davidson as Director    For        For
                 2b     Reelect Lip-Bu Tan as Director        For        For
                 3      Reelect Patrick Foley as Director     For        For
                 4      Reappoint Deloitte & Touche as        For        For
                        Auditors and Authorize Board to Fix
                        Their Remuneration
                 5      Amend 1997 Employee Share Purchase    For        For
                        Plan
                 6      Approve Issuance of Shares without    For        For
                        Preemptive Rights
                 7      Approve Nonexecutive Directors' Fees  For        For
                 8      Authorize Share Repurchase Program    For        For


08/11/03 - A     Forest Laboratories, Inc. *FRX*   345838106                         06/20/03             4,140
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Howard Solomon ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  Phillip  M.  Satow,   Kenneth  E.
                          Goodman,  and Howard  Solomon.  We recommend that
                          shareholders   WITHHOLD  votes  from  Phillip  M.
                          Satow for standing as an  affiliated  outsider on
                          the  Audit   Committee   and  Phillip  M.  Satow,
                          Kenneth  E.  Goodman,   and  Howard  Solomon  for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director William J. Candee,
                        III --- For
                 1.3    Elect Director George S. Cohan ---
                        For
                 1.4    Elect Director Dan L. Goldwasser
                        --- For
                 1.5    Elect Director Lester B. Salans,
                        M.D. --- For
                 1.6    Elect Director Kenneth E. Goodman
                        --- Withhold
                 1.7    Elect Director Phillip M. Satow ---
                        Withhold
                 2      Increase Authorized Common Stock      For        Against
                 3      Ratify Auditors                       For        For


09/22/03 - A     General Mills, Inc. *GIS*         370334104                         07/24/03             2,250
                 1      Elect Directors                       For        For
                 1.1    Elect Director Stephen R. Demeritt
                        --- For
                 1.2    Elect Director Livio D. DeSimone
                        --- For
                 1.3    Elect Director William T. Esrey ---
                        For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Judith Richards Hope
                        --- For
                 1.6    Elect Director Robert L. Johnson
                        --- For
                 1.7    Elect Director John M. Keenan ---
                        For
                 1.8    Elect Director Heidi G. Miller ---
                        For
                 1.9    Elect Director Hilda
                        Ochoa-Brillembourg --- For
                 1.10   Elect Director Stephen W. Sanger
                        --- For
                 1.11   Elect Director A. Michael Spence
                        --- For
                 1.12   Elect Director Dorothy A. Terrell
                        --- For
                 1.13   Elect Director Raymond G. Viault
                        --- For
                 1.14   Elect Director Paul S. Walsh --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For


08/28/03 - A     Medtronic, Inc. *MDT*             585055106                         07/03/03            13,680
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Richard H. Anderson
                        --- For
                 1.2    Elect Director Michael R.
                        Bonsignore --- For
                 1.3    Elect Director Gordon M. Sprenger
                        --- Withhold
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan


09/26/03 - A     National Semiconductor Corp.      637640103                         08/14/03             2,200
                 *NSM*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Brian L. Halla ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of Gary P. Arnold.  We recommend  that
                          shareholders  WITHHOLD  votes from Gary P. Arnold
                          for  standing  as an  affiliated  outsider on the
                          Audit and Nominating Committees.
                 1.2    Elect Director Steven R. Appleton
                        --- For
                 1.3    Elect Director Gary P. Arnold ---
                        Withhold
                 1.4    Elect Director Richard J. Danzig
                        --- For
                 1.5    Elect Director Robert J.
                        Frankenberg --- For
                 1.6    Elect Director E. Floyd Kvamme ---
                        For
                 1.7    Elect Director Modesto A. Maidique
                        --- For
                 1.8    Elect Director Edward R. Mccracken
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Employee Stock Purchase Plan  For        For


09/02/03 - A     Network Appliance, Inc. *NTAP*    64120L104                         07/07/03             4,250
                 1      Elect Directors                       For        For
                 1.1    Elect Director Daniel J.
                        Warmenhoven --- For
                 1.2    Elect Director Donald T. Valentine
                        --- For
                 1.3    Elect Director Sanjiv Ahuja --- For
                 1.4    Elect Director Carol A. Bartz ---
                        For
                 1.5    Elect Director Michael R. Hallman
                        --- For
                 1.6    Elect Director Nicholas G. Moore
                        --- For
                 1.7    Elect Director Dr. Sachio Semmoto
                        --- For
                 1.8    Elect Director Robert T. Wall ---
                        For
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For
                 5      Other Business                        For        Against


09/22/03 - A     Nike, Inc. *NKE*                  654106103                         07/25/03               950
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Thomas E. Clarke as
                        Class A Director --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions of John R.  Thompson,  Jr. and Richard
                          K.  Donahue.   We  recommend  that   shareholders
                          WITHHOLD  votes  from John R.  Thompson,  Jr. for
                          poor   attendance  and  Richard  K.  Donahue  for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 1.2    Elect Director Ralph D. DeNunzio as
                        Class A Director --- For
                 1.3    Elect Director Richard K. Donahue
                        as Class A Director --- Withhold
                 1.4    Elect Director Delbert J. Hayes as
                        Class A Director --- For
                 1.5    Elect Director Douglas G. Houser as
                        Class A Director --- For
                 1.6    Elect Director Jeanne P. Jackson as
                        Class A Director --- For
                 1.7    Elect Director Philip H. Knight as
                        Class A Director --- For
                 1.8    Elect Director Charles W. Robinson
                        as Class A Director --- For
                 1.9    Elect Director John R. Thompson,
                        Jr. as Class A Director --- Withhold
                 1.10   Elect Director Jill K. Conway as
                        Class B Director --- For
                 1.11   Elect Director Alan B. Graf, Jr. as
                        Class B Director --- For
                 1.12   Elect Director John E. Jaqua as
                        Class B Director --- For
                 1.13   Elect Director A. Michael Spence as
                        Class B Director --- For
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Ratify Auditors                       For        For


07/31/03 - A     Red Hat, Inc. *RHAT*              756577102                         06/02/03             2,950
                 1      Elect Directors                       For        Split
                 1.1    Elect Director F. Selby Wellman ---
                        Withhold
                          We recommend  that  shareholders  vote FOR Dr. W.
                          Steve   Albrecht,   but   WITHHOLD   votes   from
                          independent  outsider Dr. Marye Anne Fox for poor
                          attendance  and from  Audit  Committee  member F.
                          Selby  Wellman  for  paying  excessive  non-audit
                          fees.
                 1.2    Elect Director Dr. Marye Anne Fox
                        --- Withhold
                 1.3    Elect Director Dr. W. Steve
                        Albrecht --- For
                 2      Ratify Auditors                       For        Against


08/12/03 - A     THQ Inc. *THQI*                   872443403                         06/25/03             2,450
                 1      Elect Directors                       For        For
                 1.1    Elect Director Brian J. Farrell ---
                        For
                 1.2    Elect Director Lawrence Burstein
                        --- For
                 1.3    Elect Director Brian Dougherty ---
                        For
                 1.4    Elect Director James L. Whims ---
                        For
                 1.5    Elect Director L. Gregory Ballard
                        --- For
                 1.6    Elect Director Henry T. DeNero ---
                        For
                 2      Ratify Auditors                       For        For
                 3      Amend Stock Option Plan               For        For
                 4      Approve Option Exchange Program       For        For


07/31/03 - A     Tidewater Inc. *TDW*              886423102                         06/02/03             1,850
                 1      Elect Directors                       For        For


07/30/03 - A     Vodafone Group PLC                92857W100                         None                 5,850
                 1      Accept Financial Statements and       For        For
                        Statutory Reports
                 2      Approve Remuneration Report           For        For
                 3      Reelect Lord MacLaurin of Knebworth   For        For
                        as Director
                 4      Reelect Kenneth Hydon as Director     For        For
                 5      Reelect Thomas Geitner as Director    For        For
                 6      Reelect Alec Broers as Director       For        For
                 7      Reelect Juergen Schrempp as Director  For        For
                 8      Elect John Buchanan as Director       For        For
                 9      Approve Final Dividend of 0.8983      For        For
                        Pence Per Share
                 10     Ratify Deloitte and Touche as         For        For
                        Auditors
                 11     Authorize Board to Fix Remuneration   For        For
                        of Auditors
                 12     Authorize EU Political Donations up   For        For
                        to GBP 100,000
                 13     Authorize Issuance of Equity or       For        For
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of USD 900,000,000
                 14     Authorize Issuance of Equity or       For        For
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of USD 340,000,000
                 15     Authorize 6,800,000,000 Shares for    For        For
                        Share Repurchase Program


08/07/03 - A     Xilinx, Inc. *XLNX*               983919101                         06/09/03             4,800
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/22/03 - S     Zimmer Holdings Inc *ZMH*         98956P102                         06/16/03             3,500
                 1      Issue Shares in Connection with an    For        For
                        Acquisition




                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT LARGE CAP GROWTH FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

12/18/03 - S     Allied Waste Industries, Inc.     019589308                         11/03/03             3,450
                 *AW*
                 1      Approve Conversion of Securities      For        For


12/18/03 - S     Apache Corp. *APA*                037411105                         10/29/03             2,502
                 1      Increase Authorized Common Stock      For        For


12/11/03 - A     AutoZone, Inc. *AZO*              053332102                         10/14/03               850
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/23/03 - A     Barr Laboratories, Inc. *BRL*     068306109                         09/02/03               900
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Bruce L. Downey ---
                        Withhold
                          WITHHOLD  votes from insider  Bruce L. Downey for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director Paul M. Bisaro ---
                        Withhold
                          WITHHOLD  votes from  insider  Paul M. Bisaro for
                          failure to  establish an  independent  nominating
                          committee.
                 1.3    Elect Director Carole S. Ben-Maimon
                        --- Withhold
                          WITHHOLD votes from insider Carole S.  Ben-Maimon
                          for   failure   to   establish   an   independent
                          nominating committee.
                 1.4    Elect Director George P. Stephan
                        --- For
                 1.5    Elect Director Jack M. Kay --- For
                 1.6    Elect Director Harold N. Chefitz
                        --- For
                 1.7    Elect Director Richard R. Frankovic
                        --- For
                 1.8    Elect Director Peter R. Seaver ---
                        For
                 1.9    Elect Director James S. Gilmore,
                        III --- For
                 2      Change State of Incorporation from    For        For
                        New York to Delaware
                 3      Increase Authorized Common Stock      For        For


11/12/03 - S     Biogen IDEC Inc *BIIB*            449370105                         09/25/03             2,550
                 1      Approve Merger Agreement              For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan
                 5      Adjourn Meeting                       For        Against


10/06/03 - S     Boston Scientific Corp. *BSX*     101137107                         08/27/03             4,000
                 1      Increase Authorized Common Stock      For        For


11/05/03 - A     Cardinal Health, Inc. *CAH*       14149Y108                         09/08/03             2,695
                 1      Elect Directors                       For        For


11/11/03 - A     Cisco Systems, Inc. *CSCO*        17275R102                         09/12/03            57,850
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposals
                 4      Report on Company Products Used by    Against    Against
                        the Government to Monitor the
                        Internet
                 5      Report on Pay Disparity               Against    Against


10/28/03 - S     First Data Corp. *FDC*            319963104                         09/08/03            11,050
                 1      Approve Merger Agreement              For        For


11/25/03 - A     Fox Entertainment Group, Inc.     35138T107                         09/29/03             3,400
                 *FOX*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director K. Rupert Murdoch,
                        AC --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of insiders Lachlan K. Murdoch,  Arthur
                          M. Siskind,  David F. DeVoe,  Peter Chernin,  and
                          K.  Rupert   Murdoch,   AC.  We  recommend   that
                          shareholders   WITHHOLD  votes  from  Lachlan  K.
                          Murdoch,  Arthur M.  Siskind  and David F.  DeVoe
                          for   failure   to   establish   an   independent
                          nominating  committee.  We  also  recommend  that
                          shareholders  WITHHOLD  votes from Peter  Chernin
                          and K. Rupert  Murdoch  for  standing as insiders
                          on the Compensation  Committee and for failure to
                          establish an independent nominating committee.
                 1.2    Elect Director Peter Chernin ---
                        Withhold
                 1.3    Elect Director David F. DeVoe ---
                        Withhold
                 1.4    Elect Director Arthur M. Siskind
                        --- Withhold
                 1.5    Elect Director Lachlan K. Murdoch
                        --- Withhold
                 1.6    Elect Director Christos M. Cotsakos
                        --- For
                 1.7    Elect Director Thomas W. Jones ---
                        For
                 1.8    Elect Director Peter Powers --- For
                 2      Ratify Auditors                       For        For


10/03/03 - WC    General Motors Corp. *GM*         370442105                         08/01/03             2,600
                 1      Amend Articles                        For        For
                 2      Amend Articles                        For        For
                 3      Approve Hughes Split-Off              For        For
                 4      Approve GM/News Stock Sale            For        For
                 5      Approve News Stock Acquisition        For        For
                 6      Amend Articles                        For        For


11/05/03 - A     KLA-Tencor Corp. *KLAC*           482480100                         09/15/03             1,100
                 1.a    Elect Director H. Raymond Bingham     For        For
                 1.b    Elect Director Robert T. Bond         For        For
                 1.c    Elect Director Richard J. Elkus, Jr.  For        For
                 1.d    Elect Director Michael E. Marks       For        For
                 2      Ratify Auditors                       For        For


11/05/03 - A     Linear Technology Corp. *LLTC*    535678106                         09/08/03             4,800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Robert H. Swanson,
                        Jr. --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of insider  Robert H.  Swanson,  Jr. We
                          recommend that  shareholders  WITHHOLD votes from
                          Robert H. Swanson,  Jr., for failure to establish
                          an independent nominating committee.
                 1.2    Elect Director David S. Lee --- For
                 1.3    Elect Director Leo T. McCarthy ---
                        For
                 1.4    Elect Director Richard M. Moley ---
                        For
                 1.5    Elect Director Thomas S. Volpe ---
                        For
                 2      Ratify Auditors                       For        For


11/13/03 - A     Maxim Integrated Products, Inc.   57772K101                         09/15/03             4,600
                 *MXIM*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director James R. Bergman ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  John  F.  Gifford,  from  whom  we
                          recommend   shareholders   WITHHOLD   votes   for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director John F. Gifford ---
                        Withhold
                 1.3    Elect Director B. Kipling Hagopian
                        --- For
                 1.4    Elect Director M. D. Sampels --- For
                 1.5    Elect Director A. R. Frank Wazzan
                        --- For
                 2      Amend Stock Option Plan               For        Against
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


11/21/03 - A     Micron Technology, Inc. *MU*      595112103                         09/22/03             5,950
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Stock Option Plan               For        For
                 4      Ratify Auditors                       For        For


11/11/03 - A     Microsoft Corp. *MSFT*            594918104                         09/12/03            61,800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William H. Gates,
                        III --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of Jon A.  Shirley.  We recommend  that
                          shareholders  WITHHOLD  votes from Jon A. Shirley
                          for  standing  as an  affiliated  outsider on the
                          Audit Committee.
                 1.2    Elect Director Steven A. Ballmer
                        --- For
                 1.3    Elect Director James I. Cash, Jr.,
                        Ph.D. --- For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Ann McLaughlin
                        Korologos --- For
                 1.6    Elect Director David F. Marquardt
                        --- For
                 1.7    Elect Director Charles H. Noski ---
                        For
                 1.8    Elect Director Dr. Helmut Panke ---
                        For
                 1.9    Elect Director Wm. G. Reed, Jr. ---
                        For
                 1.10   Elect Director Jon A. Shirley ---
                        Withhold
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Non-Employee Director Stock     For        For
                        Option Plan
                        Shareholder Proposal
                 4      Refrain from Giving Charitable        Against    Against
                        Contributions


12/16/03 - A     Network Associates, Inc. *NET*    640938106                         11/13/03             2,600
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Amend Non-Employee Director Stock     For        Against
                        Option Plan
                 4      Amend Employee Stock Purchase Plan    For        For
                 5      Ratify Auditors                       For        For


10/13/03 - A     Oracle Corp. *ORCL*               68389X105                         08/21/03            37,700
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For
                 4      Amend Non-Employee Director Omnibus   For        For
                        Stock Plan
                        Shareholder Proposal
                 5      Implement China Principles            Against    Against


10/02/03 - A     Paychex, Inc. *PAYX*              704326107                         08/04/03             4,650
                 1      Elect Directors                       For        Split
                 1.1    Elect Director B. Thomas Golisano
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Joseph  M.
                          Tucci,  J.  Robert  Sebo,  G.  Thomas  Clark  and
                          insider B. Thomas  Golisano.  We  recommend  that
                          shareholders   WITHHOLD   votes  from  G.  Thomas
                          Clark,  Joseph M. Tucci,  B. Thomas  Golisano and
                          J.  Robert  Sebo  for  failure  to  establish  an
                          independent   nominating   committee   and   from
                          G.Thomas  Clark  for  standing  as an  affiliated
                          outsider  on the Audit  Committee  and  Joseph M.
                          Tucci for standing as an  affiliated  outsider on
                          the Compensation committee.
                 1.2    Elect Director Betsy S. Atkins ---
                        For
                 1.3    Elect Director G. Thomas Clark ---
                        Withhold
                 1.4    Elect Director David J. S. Flaschen
                        --- For
                 1.5    Elect Director Phillip Horsley ---
                        For
                 1.6    Elect Director Grant M. Inman ---
                        For
                 1.7    Elect Director J. Robert Sebo ---
                        Withhold
                 1.8    Elect Director Joseph M. Tucci ---
                        Withhold


11/13/03 - A     Sun Microsystems, Inc. *SUNW*     866810104                         09/15/03            14,400
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposal
                 4      Implement China Principles            Against    Against


11/07/03 - A     SYSCO Corporation *SYY*           871829107                         09/09/03             3,950
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Jonathan Golden as
                        Class II Director --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Richard J.  Schnieders,  Thomas E.
                          Lankford,  and Jonathan Golden. We recommend that
                          shareholders   WITHHOLD  votes  from  Richard  J.
                          Schnieders,  Thomas  E.  Lankford,  and  Jonathan
                          Golden  for  failure  to  implement  proposal  to
                          declassify the company's board.
                 1.2    Elect Director Joseph A. Hafner,
                        Jr. as Class II Director --- For
                 1.3    Elect Director Thomas E. Lankford
                        as Class II Director --- Withhold
                 1.4    Elect Director Richard J.
                        Schnieders as Class II Director ---
                        Withhold
                 1.5    Elect Director John K.
                        Stubblefield, Jr. as Class III
                        Director --- For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        Against
                        Shareholder Proposal
                 4      Report on the Impact of Genetically   Against    Abstain
                        Engineered Products


10/27/03 - S     Teva Pharmaceutical Industries    881624209                         09/18/03             4,200
                 1      Elect G. Shalev as an External        For        For
                        Director
                 2      Approve Increase in Remuneration of   For        For
                        Directors other than the Chairman


10/14/03 - A     The Procter & Gamble Company      742718109                         08/01/03             5,600
                 *PG*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan
                        Shareholder Proposals
                 4      Declassify the Board of Directors     Against    Against
                 5      Label Genetically Engineered Foods    Against    Against





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT LARGE CAP GROWTH FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/02/04 - A     ADC Telecommunications, Inc.      000886101                         01/07/04            18,100
                 *ADCT*
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Increase Authorized Common Stock      For        For
                 4      Ratify Auditors                       For        For


03/22/04 - A     AdvancePCS                        00790K109                         02/05/04             1,450
                 1      Approve Merger Agreement              For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director T. Danny Phillips
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  Jean-Pierre  Millon  and T. Danny
                          Phillips.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Jean-Pierre  Millon and T.
                          Danny   Phillips  for  failure  to  establish  an
                          independent nominating committee.
                 2.2    Elect Director Dr. George Poste ---
                        For
                 2.3    Elect Director Jean-Pierre Millon
                        --- Withhold
                 3      Approve Omnibus Stock Plan            For        For
                 4      Amend Articles                        For        For
                 5      Ratify Auditors                       For        For
                 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.


03/09/04 - A     Analog Devices, Inc. *ADI*        032654105                         01/16/04             3,668
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


03/24/04 - A     Applied Materials, Inc. *AMAT*    038222105                         01/30/04            20,850
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For


01/22/04 - A     BJ Services Company *BJS*         055482103                         12/05/03             2,900
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Foreign Operations Risk     Against    Against


01/29/04 - A     Costco Wholesale Corporation      22160K105                         12/05/03             2,450
                 *COST*
                 1      Elect Directors                       For        For
                        Shareholder Proposals
                 2      Declassify the Board of Directors     Against    Against
                 3      Develop Land Procurement Policy       Against    Against
                        Management Proposal
                 4      Ratify Auditors                       For        For


02/03/04 - A     Emerson Electric Co. *EMR*        291011104                         11/24/03             1,100
                 1      Elect Directors                       For        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      Ratify Auditors                       For        For


03/17/04 - A     Hewlett-Packard Co. *HPQ*         428236103                         01/20/04             7,450
                 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
                 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  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.


01/13/04 - A     Jabil Circuit, Inc. *JBL*         466313103                         11/14/03             3,650
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Ratify Auditors                       For        For


01/28/04 - A     Johnson Controls, Inc. *JCI*      478366107                         11/20/03               950
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert L. Barnett
                        --- For
                 1.2    Elect Director Willie D. Davis ---
                        For
                 1.3    Elect Director Jeffrey A. Joerres
                        --- For
                 1.4    Elect Director Richard F. Teerlink
                        --- For
                 2      Ratify Auditors                       For        For
                 3      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.
                 4      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.
                 5      Approve Non-Employee Director Stock   For        For
                        Option Plan
                          The  total  cost of the  company's  plans of 3.20
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.
                 6      Amend Restricted Stock Plan           For        For
                          The  total  cost of the  company's  plans of 3.58
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.


02/18/04 - A     Lucent Technologies Inc. *LU*     549463107                         12/22/03            29,600
                 1      Elect Directors                       For        For
                 1.1    Elect Director Karl J. Krapek ---
                        For
                 1.2    Elect Director Patricia F. Russo
                        --- For
                 1.3    Elect Director Henry B. Schacht ---
                        For
                 1.4    Elect Director Franklin A. Thomas
                        --- For
                 2      Declassify the Board of Directors     For        Against
                        and Amend Director Removal Provision
                 3      Approve Non-Employee Director         For        For
                        Omnibus Stock Plan
                          The  total  cost of the  company's  plans of 3.28
                          percent  is  within  the  allowable  cap for this
                          company  of  10.90  percent.  Additionally,  this
                          plan expressly forbids repricing.
                 4      Approve Reverse Stock Split           For        For
                          Since there will not be an effective  increase in
                          the   common   stock   authorized   due   to  the
                          proportionate   reduction,   we  recommend   that
                          shareholders consent to this item.
                        Shareholder Proposals
                 5      Submit Severance Agreement            Against    For
                        (Change-in-Control) to Shareholder
                        Vote
                          We  generally  support the  submission  of golden
                          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 other  companies.  We believe
                          that a company's  parachute  provisions should be
                          reasonable   and   not   excessive.           The
                          ceiling  set by the  proponent  at 2.99 times the
                          sum of an  executive's  base  salary and bonus is
                          widely  considered  as  the  standard   threshold
                          level of  severance  remuneration  for  corporate
                          executives.  Moreover,  as stated by the company,
                          its current  severance  agreements  are below the
                          standard  threshold  level. As such, the adoption
                          of the proposed  policy would have minimum impact
                          on  the  company   currently   but  ensures  good
                          corporate   governance   for  future   employment
                          contracts. Therefore, we support this proposal.
                 6      Prohibit Awards to Executives         Against    Against
                          We believe that top five  compensation  should be
                          linked  to  the  company's  performance.  If  the
                          company   has   met  or   exceeded   the   target
                          performance    level,    executives   should   be
                          remunerated for their efforts.  Discontinuing all
                          rights,  options or SARs  under an expired  stock
                          plan does not resolve the disconnect  between pay
                          and performance.  In fact, companies can continue
                          to  grant  rights,   options  or  SARs  under  an
                          existing plan. Therefore,  we do not support this
                          proposal.


03/25/04 - A     Nokia Corp.                       654902204                         01/30/04             7,285
                        Meeting for Holders of ADRs
                 1      APPROVAL OF THE INCOME STATEMENTS     For        For
                        AND THE BALANCE SHEETS.
                 2      APPROVAL OF A DIVIDEND OF EUR 0.30    For        For
                        PER SHARE.
                 3      APPROVAL OF THE DISCHARGE OF THE      For        For
                        CHAIRMAN, THE MEMBERS OF THE BOARD
                        OF DIRECTORS AND THE PRESIDENT FROM
                        LIABILITY.
                 4      Elect Directors                       For        For
                 5      Ratify Auditors                       For        For
                 6      APPROVAL OF THE PROPOSAL OF THE       For        For
                        BOARD TO REDUCE THE SHARE CAPITAL
                        THROUGH CANCELLATION OF NOKIA
                        SHARES HELD BY THE COMPANY
                 7      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO INCREASE THE SHARE
                        CAPITAL OF THE COMPANY.
                 8      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO REPURCHASE NOKIA
                        SHARES.
                 9      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO DISPOSE NOKIA SHARES
                        HELD BY THE COMPANY.
                 10     APPROVAL OF THE PROPOSAL OF THE       For        For
                        BOARD TO INCREASE THE CAPITAL OF
                        THE FOUNDATION OF NOKIA CORPORATION.
                 11     MARK THE FOR BOX IF YOU WISH TO       None       Against
                        INSTRUCT THE DEPOSITARY TO GIVE A
                        PROXY TO ANY ONE OF MARIANNA
                        UOTINEN-TARKOMA, ESA KAUNISTOLA,
                        BOTH LEGAL COUNSELS OF NOKIA
                        CORPORATION, TO AUTHORIZE ANY OF
                        THEM (WITH FULL POWER OF
                        SUBSTITUTION) TO VOTE, IN THEIR
                        DISCR


03/25/04 - A     PeopleSoft, Inc. *PSFT*           712713106                         02/10/04             2,050
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Expense Stock Options                 Against    For


03/02/04 - A     QUALCOMM Inc. *QCOM*              747525103                         01/02/04               250
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Adelia A. Coffman
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Adelia  A.
                          Coffman. We recommend that shareholders  WITHHOLD
                          votes from Adelia A.  Coffman for  standing as an
                          affiliated    outsider    on   the    Audit   and
                          Compensation committees.
                 1.2    Elect Director Raymond V. Dittamore
                        --- For
                 1.3    Elect Director Irwin Mark Jacobs
                        --- For
                 1.4    Elect Director Richard Sulpizio ---
                        For
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For
                 4      Declassify the Board of Directors     Against    For


03/31/04 - A     The Goldman Sachs Group, Inc.     38141G104                         02/02/04             3,750
                 *GS*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Declassify the Board of Directors     Against    Against


03/25/04 - A     Tyco International Ltd. *TYC*     902124106                         03/25/04             6,050
                        Meeting for Holders of ADRs
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      ADOPTION OF THE AMENDED AND           For        For
                        RESTATED BYE-LAWS.
                 4      APPROVAL OF TYCO 2004 STOCK AND       For        For
                        INCENTIVE PLAN.
                 5      SHAREHOLDER PROPOSAL REGARDING        For        For
                        ENVIRONMENTAL REPORTING.
                 6      SHAREHOLDER PROPOSAL TO CHANGE TYCO   Against    Against
                        S JURISDICTION OF INCORPORATION
                        FROM BERMUDA TO A U.S. STATE.
                 7      SHAREHOLDER PROPOSAL ON COMMON        Against    Against
                        SENSE EXECUTIVE COMPENSATION.


01/14/04 - A     Walgreen Co. *WAG*                931422109                         11/17/03             7,900
                 1      Elect Directors                       For        For
                 1.1    Elect Director David W. Bernauer
                        --- For
                 1.2    Elect Director William C. Foote ---
                        For
                 1.3    Elect Director James J. Howard ---
                        For
                 1.4    Elect Director Alan G. McNally ---
                        For
                 1.5    Elect Director Cordell Reed --- For
                 1.6    Elect Director Jeffrey A. Rein ---
                        For
                 1.7    Elect Director David Y. Schwartz
                        --- For
                 1.8    Elect Director John B. Schwemm ---
                        For
                 1.9    Elect Director Marilou M. von
                        Ferstel --- For
                 1.10   Elect Director Charles R. Walgreen
                        III --- For
                 2      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan
                          The total cost of the company's plans,  including
                          the amended  and  restated  nonemployee  director
                          stock  plan  and  other  ongoing  plans,  of 7.70
                          percent  is  above  the  allowable  cap for  this
                          company of 5.13 percent.





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT LARGE CAP GROWTH FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

05/11/04 - A     3M CO *MMM*                      88579Y101                          03/12/04             4,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward A. Brennan
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of insider W.  James  McNerney,  Jr.
                          and  independent  outsiders  Kevin W. Sharer and
                          Edward   A.   Brennan.    We   recommend    that
                          shareholders   WITHHOLD   votes  from  W.  James
                          McNerney,  Jr.,  Kevin W. Sharer,  and Edward A.
                          Brennan for failure to  implement  the  proposal
                          to  submit  the  company's   poison  pill  to  a
                          shareholder vote.
                 1.2   Elect Director Michael L. Eskew ---
                       For
                 1.3   Elect Director W. James McNerney,
                       Jr. --- Withhold
                 1.4   Elect Director Kevin W. Sharer ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/23/04 - A     Abbott Laboratories *ABT*        002824100                          02/25/04             4,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Drug Pricing                          Against    Against                ShrHoldr
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


05/20/04 - A     Abercrombie & Fitch Co. *ANF*    002896207                          03/26/04             3,150
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John A. Golden ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  insider  Seth  R.   Johnson.   We
                          recommend that shareholders  WITHHOLD votes from
                          Seth R.  Johnson  for  failure  to  establish  a
                          majority independent board.
                 1.2   Elect Director Seth R. Johnson ---
                       Withhold
                 1.3   Elect Director Edward F. Limato ---
                       For


04/28/04 - A     Adobe Systems Inc. *ADBE*        00724F101                          03/03/04             2,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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.
                 4     Adopt a Plocy that will Committ       Against    For                    ShrHoldr
                       Executives to Hold a Significant
                       Percentage of their Shares
                          In  this  case,  although  the  company  has the
                          holding period  requirement of 25 percent of the
                          net  shares  for two  years,  it does not appear
                          that the executives have significant  holding of
                          outright  shares.  Per the company's 2004 proxy,
                          most of executives'  beneficial  stock ownership
                          is in the form of options.
                 5     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Advanced Fibre Communications,   00754A105                          03/23/04             2,950
                 Inc. *AFCI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     Aetna Inc. *AET*                 00817Y108                          02/27/04             1,650
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Betsy Z. Cohen ---
                       For
                 1.2   Elect Director Barbara Hackman
                       Franklin --- For
                 1.3   Elect Director Jeffrey E. Garten
                       --- For
                 1.4   Elect Director Earl G. Graves ---
                       For
                 1.5   Elect Director Gerald Greenwald ---
                       For
                 1.6   Elect Director Ellen M. Hancock ---
                       For
                 1.7   Elect Director Michael H. Jordan
                       --- For
                 1.8   Elect Director Jack D. Kuehler ---
                       For
                 1.9   Elect Director Edward J. Ludwig ---
                       For
                 1.10  Elect Director Joseph P. Newhouse
                       --- For
                 1.11  Elect Director Judith Rodin --- For
                 1.12  Elect Director John W. Rowe, M.D.
                       --- For
                 1.13  Elect Director Ronald A. Williams
                       --- For
                 1.14  Elect Director R. David Yost --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  believe  that  the  Compensation  Committee,
                          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,
                          we believe this proposal is too restrictive,  as
                          it  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.


04/22/04 - A     Alcan Inc. *AL.*                 013716105                          03/03/04             1,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director R. Berger ---
                       Withhold
                          We recommend  withholding  votes from Mr. Berger
                          due to his poor board meeting attendance.
                 1.2   Elect Director L.D. Desautels ---
                       For
                 1.3   Elect Director T. Engen --- For
                 1.4   Elect Director L.Y. Fortier --- For
                 1.5   Elect Director J.P. Jacamon --- For
                 1.6   Elect Director W.R. Loomis --- For
                 1.7   Elect Director Y. Mansion --- For
                 1.8   Elect Director C. Morin-Postel ---
                       For
                 1.9   Elect Director J.E. Newall --- For
                 1.10  Elect Director G. Saint-Pierre ---
                       For
                 1.11  Elect Director G. Schulmeyer --- For
                 1.12  Elect Director P.M. Tellier --- For
                 1.13  Elect Director M.K. Wong --- For
                 2     Approve Auditors and Authorize        For        For                    Mgmt
                       Board to Fix Remuneration of
                       Auditors


04/28/04 - A     Allergan, Inc. *AGN*             018490102                          03/08/04             1,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Handel E. Evans ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Gavin  S.
                          Herbert,  from  whom we  recommend  shareholders
                          WITHHOLD  votes for  standing  as an  affiliated
                          outsider on the Audit Committee.
                 1.2   Elect Director Michael R. Gallagher
                       --- For
                 1.3   Elect Director Gavin S. Herbert ---
                       Withhold
                 1.4   Elect Director Stephen J. Ryan ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/11/04 - A     Altera Corp. *ALTR*              021441100                          03/16/04             4,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John P. Daane --- For
                 1.2   Elect Director Robert W. Reed ---
                       For
                 1.3   Elect Director Charles M. Clough
                       --- For
                 1.4   Elect Director Robert J. Finocchio
                       Jr --- For
                 1.5   Elect Director Kevin Mcgarity ---
                       For
                 1.6   Elect Director Paul Newhagen --- For
                 1.7   Elect Director William E. Terry ---
                       For
                 1.8   Elect Director Susan Wang --- For
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Approve Option Expensing              Against    For                    ShrHoldr
                          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.  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.


04/29/04 - A     Altria Group, Inc. *MO*          02209S103                          03/08/04             2,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Product Warnings for        Against    Against                ShrHoldr
                       Pregnant Women
                 4     Report on Health Risks Associated     Against    Against                ShrHoldr
                       with Cigarette Filters
                 5     Political Contributions/Activities    Against    Against                ShrHoldr
                 6     Cease Use of Light and Ultra Light    Against    Against                ShrHoldr
                       in Cigarette Marketing
                 7     Place Canadian Style Warnings on      Against    Against                ShrHoldr
                       Cigarette Packaging
                 8     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/25/04 - A     Amazon.com, Inc. *AMZN*          023135106                          03/29/04             2,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeffrey P. Bezos ---
                       For
                 1.2   Elect Director Tom A. Alberg --- For
                 1.3   Elect Director L. John Doerr --- For
                 1.4   Elect Director William B. Gordon
                       --- For
                 1.5   Elect Director Myrtle S. Potter ---
                       For
                 1.6   Elect Director Thomas O. Ryder ---
                       For
                 1.7   Elect Director Patricia Q.
                       Stonesifer --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          In this case,  we note that in 2002 the  company
                          switched  to a  restricted  stock unit  program,
                          with   awards   issued   under  the  1997  Stock
                          Incentive  Plan. Such awards are to serve as the
                          primary   vehicle   for   employee   stock-based
                          compensation.  Management states that, under the
                          program,   the  committee   has   discretion  in
                          determining   the  criteria  for  the  granting,
                          vesting,   or  forfeiture  of  restricted  stock
                          units,  which may include  performance  goals or
                          may  be  based  on   other   factors,   such  as
                          continued  employment.          While we support
                          certain   features  of  the   restricted   stock
                          proposal,  such  as  granting  restricted  stock
                          based on  achievement  of  performance  criteria
                          and  benchmarks,  we  believe  the  proposal  is
                          restrictive  given the fact  that the  proponent
                          asks  for a  complete  substitution  of  options
                          with restricted stock.


04/26/04 - A     American Express Co. *AXP*       025816109                          02/27/04             6,150
                 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,  we take 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 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.


05/19/04 - A     American International Group,    026874107                          03/26/04             9,700
                 Inc. *AIG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Divest from Tobacco Equities          Against    Against                ShrHoldr
                 7     Link Executive Compensation to        Against    Against                ShrHoldr
                       Predatory Lending


05/13/04 - A     Amgen, Inc. *AMGN*               031162100                          03/19/04            13,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank J. Biondi, Jr.
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Jerry  D.
                          Choate. We recommend that shareholders  WITHHOLD
                          votes from Jerry D.  Choate for  standing  as an
                          affiliated    outsider    on   the   Audit   and
                          Compensation committees.
                 1.2   Elect Director Jerry D. Choate ---
                       Withhold
                 1.3   Elect Director Frank C. Herringer
                       --- For
                 1.4   Elect Director Gilbert S. Omenn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Prepare Glass Ceiling Report          Against    Abstain                ShrHoldr
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


04/28/04 - A     Anheuser-Busch Companies, Inc.   035229103                          03/01/04             2,500
                 *BUD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Anthem Inc. *ATH*                03674B104                          03/19/04               650
                 1     Elect Directors                       For        For                    Mgmt


06/28/04 - S     Anthem Inc. *ATH*                03674B104                          05/10/04               350
                 1     Issue Shares in Connection with an    For        For                    Mgmt
                       Acquisition
                 2     Change Company Name                   For        For                    Mgmt


05/06/04 - A     Apache Corp. *APA*               037411105                          03/17/04             2,454
                 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    Against                ShrHoldr


04/22/04 - A     Apple Computer, Inc. *AAPL*      037833100                          02/24/04             2,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr


05/06/04 - A     Avon Products, Inc. *AVP*        054303102                          03/15/04             1,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Report on Feasibility of Removing     Against    Against                ShrHoldr
                       Parabens from Company Products
                 6     Report on Feasibility of Removing     Against    Against                ShrHoldr
                       Dibutyl Phthalate from Company
                       Products


04/28/04 - A     Baker Hughes Incorporated        057224107                          03/03/04             2,150
                 *BHI*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Edward P. Djerejian
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes  from   independent   outsiders
                          Charles  L.  Watson,  H. John  Riley,  Jr.,  and
                          Edward P.  Djerejian  for  failure to  implement
                          the board declassification proposal.
                 1.2   Elect Director H. John Riley, Jr.
                       --- Withhold
                 1.3   Elect Director Charles L. Watson
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Baker Hughes does not have a rights  plan.  Last
                          year the board  adopted a policy that any future
                          poison  pill must be  ratified  by  shareholders
                          either at the time of  adoption  or, if  advised
                          by a committee of independent directors,  within
                          a year of  adoption  or else the pill  will then
                          expire.  We believe  that such a policy  strikes
                          an  appropriate   balance  between  the  board's
                          exercise  of its  fiduciary  duty and the rights
                          of  shareholders to ensure that a future pill is
                          not used in an abusive fashion.


05/26/04 - A     Bank of America Corp. *BAC*      060505104                          04/07/04             1,360
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William Barnet, III
                       --- For
                 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 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
                 6     Establish Independent Committee to    Against    Against                ShrHoldr
                       Review Mutual Fund Policy
                          In  view  of  the  company's   efforts  and  the
                          disclosure  expected  with the final  settlement
                          agreement,  we do not support  this  proposal at
                          this time.
                 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.


06/11/04 - A     BEA Systems, Inc. *BEAS*         073325102                          04/30/04             3,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dean O. Morton ---
                       Withhold
                          We   recommend  a  vote  FOR  George  Reyes  but
                          WITHHOLD  votes from  independent  outsider Dean
                          O.  Morton.   We  recommend  that   shareholders
                          WITHHOLD votes from Audit Committee  member Dean
                          O. Morton for paying excessive non-audit fees.
                 1.2   Elect Director George Reyes --- For
                 2     Ratify Auditors                       For        Against                Mgmt
                          In this  case,  75.67  percent of the total fees
                          paid  to  the   auditor   is   attributable   to
                          non-audit  work.  This notably  disproportionate
                          fee arrangement could  significantly  impair the
                          auditor's independence.


06/24/04 - A     Best Buy Co., Inc. *BBY*         086516101                          04/26/04             5,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


06/16/04 - A     BIOGEN IDEC INC *BIIB*           09062X103                          04/20/04             1,550
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Boston Scientific Corp. *BSX*    101137107                          03/19/04            10,950
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Broadcom Corp. *BRCM*            111320107                          03/05/04             3,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 63.26
                          percent  is  above  the  allowable  cap for this
                          company  of 12.40  percent.  Additionally,  this
                          company  has  repriced  stock  options   without
                          shareholder  approval  in  the  past.  The  plan
                          allows  repricing of  underwater  stock  options
                          without shareholder  approval,  which we believe
                          reduces the incentive value of the plan.
                 3     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Burlington Resources Inc. *BR*   122014103                          02/23/04             1,150
                 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
                 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


04/29/04 - A     Capital One Financial Corp.      14040H105                          02/29/04             2,350
                 *COF*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/21/04 - A     Career Education Corp. *CECO*    141665109                          03/23/04             1,250
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Caremark Rx, Inc. *CMX*          141705103                          04/01/04             4,396
                 1     Elect Directors                       For        For                    Mgmt


04/14/04 - A     Caterpillar Inc. *CAT*           149123101                          02/17/04             2,150
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Although we commend  the  company for  approving
                          the  TIDE  provision  to  the  company's  rights
                          plan,  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.
                 5     Report on Equipment Sales to Israel   Against    Against                ShrHoldr
                          In  this  case,  we  agree  with  the  company's
                          statement on the issue.  While we recommend that
                          Caterpillar  continuously  review  the risks and
                          opportunities  associated  with each market that
                          the  company  operates  in,  it would be  overly
                          burdensome  and  potentially  costly to  monitor
                          and  respond  to issues  resulting  from the end
                          use of the company's products.  Further, we note
                          that Caterpillar  complies with current laws and
                          regulations regarding international  operations.
                          Additionally,    we   agree   that    government
                          officials and  organizations  can better address
                          the political aspects of this proposal,  and may
                          represent  a more  appropriate  forum  for these
                          concerns.   As   such,   we  do  not   recommend
                          shareholder  support  for this  proposal at this
                          time.
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/20/04 - A     Cendant Corporation *CD*         151313103                          02/23/04             5,950
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                       Shareholder Proposals
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


05/13/04 - A     Cephalon, Inc. *CEPH*            156708109                          03/18/04               200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank Baldino, Jr.,
                       Ph.D. --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Martyn  D.
                          Greenacre,  from whom we recommend  shareholders
                          WITHHOLD  votes for  standing  as an  affiliated
                          outsider on the Nominating Committee.
                 1.2   Elect Director William P. Egan ---
                       For
                 1.3   Elect Director Robert J. Feeney,
                       Ph.D. --- For
                 1.4   Elect Director Martyn D. Greenacre
                       --- Withhold
                 1.5   Elect Director Charles A. Sanders,
                       M.D. --- For
                 1.6   Elect Director Gail R. Wilensky,
                       Ph.D. --- For
                 1.7   Elect Director Dennis L. Winger ---
                       For
                 1.8   Elect Director Horst Witzel,
                       Dr.-Ing. --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


06/04/04 - A     Chesapeake Energy Corp. *CHK*    165167107                          04/08/04             7,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Increase Authorized Preferred Stock   For        For                    Mgmt


04/20/04 - A     Citigroup Inc. *C*               172967101                          02/27/04            15,850
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We feel 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.  While
                          we are concerned  that certain  companies  award
                          compensation  packages without  consideration of
                          performance  hurdles,   being  unable  to  issue
                          stock   options   could  hinder  the   company's
                          ability   to  attract   and   retain   competent
                          executive   officers.   As  such,  we  recommend
                          shareholders oppose this request.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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


04/28/04 - A     Clear Channel Communications,    184502102                          03/08/04             5,800
                 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


06/23/04 - A/S   Cognos Inc. *CSN.*               19244C109                          04/26/04             2,650
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Ernst & Young LLP as Auditors  For        For                    Mgmt
                 3     Amend 2003 - 2008 Stock Option Plan   For        For                    Mgmt
                 4     Eliminate Class of Preferred Stock    For        For                    Mgmt


06/15/04 - A     Comverse Technology, Inc.        205862402                          04/27/04             5,500
                 *CMVT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Corning Inc. *GLW*               219350105                          03/01/04            11,150
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeremy R. Knowles
                       --- For
                 1.2   Elect Director Eugene C. Sit --- For
                 1.3   Elect Director William D. Smithburg
                       --- For
                 1.4   Elect Director Hansel E. Tookes II
                       --- For
                 1.5   Elect Director Wendell P. Weeks ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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  other
                          companies.  Accordingly,  we  believe  that this
                          proposal warrants shareholder support.


06/16/04 - A     Countrywide Financial Corp.      222372104                          04/19/04             2,150
                 *CFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/18/04 - A     Cox Communications, Inc. *COX*   224044107                          03/19/04             2,045
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director G. Dennis Berry ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsider  Andrew J.
                          Young, and insiders James O. Robbins,  Robert C.
                          O'Leary,  James C. Kennedy, and G. Dennis Berry.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Andrew J.  Young for poor  attendance.  We
                          also recommend that shareholders  WITHHOLD votes
                          from James O. Robbins,  Robert C. O'Leary, James
                          C.  Kennedy,  and G. Dennis Berry for failure to
                          establish an independent  nominating  committee,
                          and  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director Janet M. Clarke ---
                       For
                 1.3   Elect Director James C. Kennedy ---
                       Withhold
                 1.4   Elect Director Robert C. O'Leary
                       --- Withhold
                 1.5   Elect Director James O. Robbins ---
                       Withhold
                 1.6   Elect Director Rodney W. Schrock
                       --- For
                 1.7   Elect Director Andrew J. Young ---
                       Withhold
                 2     Approve Employee Stock Purchase Plan  For        For                    Mgmt


05/04/04 - A     Danaher Corp. *DHR*              235851102                          03/10/04             1,250
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Develop Charter Language on Board     Against    Abstain                ShrHoldr
                       Diversity


04/28/04 - A     E.I. Du Pont De Nemours & Co.    263534109                          03/09/04             2,200
                 *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
                 4     Adopt and Report on a Code of         Against    Abstain                ShrHoldr
                       Corporate Conduct
                 5     Limit Executive Compensation          Against    For                    ShrHoldr
                          Due to  escalating  executive  pay and the  fact
                          that the report  requested  will shed some light
                          on company's  pay  practices  and  policies,  we
                          believe that this proposal warrants  shareholder
                          approval.


06/24/04 - A     eBay Inc. *EBAY*                 278642103                          04/26/04             7,050
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Philippe Bourguignon
                       --- For
                 1.2   Elect Director Thomas J. Tierney
                       --- For
                 1.3   Elect Director Margaret C. Whitman
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of 890,000,000 shares is
                          below the allowable  threshold of  1,395,000,000
                          shares.  However,  the  company  stated  that it
                          could use the additional  shares of common stock
                          to oppose a hostile  takeover  attempt  or delay
                          or prevent  changes  in  control or  management.
                          For  instance,   without   further   shareholder
                          approval,  the  company  could  adopt a  "poison
                          pill" that would,  under  certain  circumstances
                          related  to an  acquisition  of shares  that the
                          company did not approve,  give  certain  holders
                          the  right  to  acquire   additional  shares  of
                          common stock at a low price.  The company  could
                          strategically  sell shares of common  stock in a
                          private  transaction  to  purchasers  who  would
                          oppose a takeover  or favor the  current  board.
                                  Since  the additional shares may be used
                          for   management   entrenchment   purposes,   we
                          recommend voting AGAINST this proposal.
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Expense Stock Options                 Against    For                    ShrHoldr
                          We  support  the  general  principle  motivating
                          this  non-binding   proposal.  In  the  wake  of
                          financial   reporting   problems  and  excessive
                          executive  compensation  at companies like Enron
                          Corp.,  Worldcom  Inc.,  and Tyco  International
                          Ltd.,   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.   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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.


05/06/04 - A     Echostar Communications Corp.    278762109                          03/22/04             5,500
                 *DISH*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael T. Dugan ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  David  K.   Moskowitz,
                          Charles W. Ergen,  Cantey Ergen, James DeFranco,
                          and  Michael  T.  Dugan.   We   recommend   that
                          shareholders  WITHHOLD votes from insiders David
                          K.  Moskowitz,  Charles W. Ergen,  Cantey Ergen,
                          James   DeFranco,   and  Michael  T.  Dugan  for
                          failure to establish an  independent  nominating
                          committee  and for  failure  to have a  majority
                          independent board.
                 1.2   Elect Director James Defranco ---
                       Withhold
                 1.3   Elect Director Cantey Ergen ---
                       Withhold
                 1.4   Elect Director Charles W. Ergen ---
                       Withhold
                 1.5   Elect Director Raymond L. Friedlob
                       --- For
                 1.6   Elect Director Steven R. Goodbarn
                       --- For
                 1.7   Elect Director David K. Moskowitz
                       --- Withhold
                 1.8   Elect Director C. Michael Schroeder
                       --- 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.


06/03/04 - A     Electronics For Imaging, Inc.    286082102                          04/12/04             2,150
                 *EFII*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/19/04 - A     Eli Lilly and Co. *LLY*          532457108                          02/13/04             3,950
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     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.   We  believe  that  the   Compensation
                          Committee   should  have  the   flexibility   to
                          determine an  executive's  pay based on a number
                          of factors,  rather then have an  arbitrary  cap
                          to determine  executive  compensation.  Although
                          we agree with the proponent  that the restricted
                          share   program   should   utilize   justifiable
                          performance     criteria     and     challenging
                          performance  benchmarks,  the  proposed  caps on
                          restricted  stock  grants,  severance  payments,
                          salary and bonus,  would be unduly  restrictive.
                          Thus, we do not support this proposal.
                 5     Report on Drug Pricing                Against    Against                ShrHoldr


05/05/04 - A     EMC Corp. *EMC*                  268648102                          03/08/04            32,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


05/11/04 - A     Ensco International, Inc.        26874Q100                          03/15/04             2,600
                 *ESV*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- Withhold
                          We recommend that  shareholders vote FOR Rita M.
                          Rodriguez but WITHHOLD  votes from all the other
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from   Compensation   Committee
                          members David M.  Carmichael and Thomas L. Kelly
                          II for  not  aligning  CEO's  compensation  with
                          shareholders interests.
                 1.2   Elect Director Thomas L. Kelly II
                       --- Withhold
                 1.3   Elect Director Rita M. Rodriguez
                       --- For


05/26/04 - A     Exxon Mobil Corp. *XOM*          30231G102                          04/05/04             2,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael J. Boskin
                       --- For
                 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
                 4     Affirm Political Nonpartisanship      Against    Against                ShrHoldr
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Equatorial Guinea           Against    Against                ShrHoldr
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Amend EEO Statement to Include        Against    Abstain                ShrHoldr
                       Reference to 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.


05/25/04 - A     Fannie Mae *FNM*                 313586109                          04/06/04             5,465
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/19/04 - A     First Data Corp. *FDC*           319963104                          03/22/04             6,750
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/06/04 - A     Fiserv, Inc. *FISV*              337738108                          02/13/04             2,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/13/04 - A     Ford Motor Company *F*           345370860                          03/17/04             3,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John R. H. Bond ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsiders  John R. H.
                          Bond and  Robert E.  Rubin.  We  recommend  that
                          shareholders  WITHHOLD  votes  from  John  R. H.
                          Bond  and  Robert  E.  Rubin  for   standing  as
                          affiliated  outsiders  on the  Compensation  and
                          Nominating committees.
                 1.2   Elect Director Stephen G. Butler
                       --- For
                 1.3   Elect Director Kimberly A. Casiano
                       --- For
                 1.4   Elect Director Edsel B. Ford II ---
                       For
                 1.5   Elect Director William Clay Ford
                       --- For
                 1.6   Elect Director William Clay Ford,
                       Jr. --- For
                 1.7   Elect Director Irvine O. Hockaday,
                       Jr. --- For
                 1.8   Elect Director Marie-Josee Kravis
                       --- For
                 1.9   Elect Director Richard A. Manoogian
                       --- For
                 1.10  Elect Director Ellen R. Marram ---
                       For
                 1.11  Elect Director Homer A. Neal --- For
                 1.12  Elect Director Jorma Ollila --- For
                 1.13  Elect Director Carl E. Reichardt
                       --- For
                 1.14  Elect Director Robert E. Rubin ---
                       Withhold
                 1.15  Elect Director Nicholas V. Scheele
                       --- For
                 1.16  Elect Director John L. Thornton ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Disclosure of Executive      Against    For                    ShrHoldr
                       Compensation
                          We believe that  approval of this  proposal will
                          provide greater  transparency  for  shareholders
                          on the company's executive compensation issues.
                 4     Establish Other Board Committee       Against    For                    ShrHoldr
                          Although  we have  reservations  about  the fact
                          that the  proposal  neither  sets a limit on the
                          proposed  committee's  duration  nor  stipulates
                          the  committee's  specific  plan of  action,  we
                          agree with the proponent's  basic position.  The
                          Ford family has three seats on the board,  which
                          is  disproportionate  to its  equity  stake.  We
                          believe  that  the  Ford  family's   substantial
                          voting  control  of the  company  is  sufficient
                          enough to point out the need for an  independent
                          committee  to  evaluate  conflicts  of  interest
                          between   family   shareholders   and  nonfamily
                          shareholders.  Ford's  board  formed a committee
                          in   December   2002  to   review   Mr.   Ford's
                          acquisition  of shares in Goldman  Sachs  Group,
                          Inc.'s  1999 IPO.  The  committee,  composed  of
                          directors  Ellen R. Marram,  Irvine O.  Hockaday
                          Jr.,  Homer A. Neal,  Richard A.  Manoogian  and
                          Marie-Josee  Kravis, all independent  directors,
                          was  mandated  to review the stock  purchase  in
                          response   to   a   shareholder    demand.   The
                          shareholder,  Roger Berger,  requested  that Mr.
                          Ford  sell  the  Goldman  Sachs  shares  to  the
                          company at the original  price because Ford is a
                          longstanding  client of  Goldman's,  and not Mr.
                          Ford  himself.   The   committee   rejected  the
                          shareholder  demand  and  subsequently  the full
                          board  accepted the  committee's  recommendation
                          in February  2003.  In February,  Ford Motor Co.
                          chairman   and  CEO   William   Clay   Ford  Jr.
                          announced  he  would  sell  400,000   shares  of
                          Goldman  Sachs  Group  Inc.  and  that he  would
                          donate  profits  then  estimated at $4.7 million
                          to  charity.   The  committee   established   in
                          December  2002  only  reviewed  the  shareholder
                          demand  regarding  the  proceeds  from  the  IPO
                          allocation,   and   did   not   evaluate   other
                          potential  conflicts of interest  between family
                          shareholders  and non-family  shareholders.  Due
                          to Ford family's  substantial  voting control of
                          the  company,  potential  conflict of  interests
                          may   arise  in  the   future.   The   committee
                          suggested  by  the  proponent  may  serve  as  a
                          mechanism  to ensure  that  common  shareholders
                          are  treated   fairly   vis-a-vis   Ford  family
                          shareholders,   should   such  a   conflict   of
                          interest  arise.  In light of our concerns  with
                          the  IPO  allocation  and  the  recapitalization
                          plan, we support this nonbinding proposal.
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We believe that top five compensation  should be
                          linked  to  the  company's  performance.  If the
                          company   has  met  or   exceeded   the   target
                          performance   level,    executives   should   be
                          remunerated  for  their  efforts.   Although  we
                          agree with the principle of  pay-for-performance
                          in setting  executive  pay, we believe  that the
                          cessation  of all  rights,  options,  SARs,  and
                          possible   severance   payments   to  top   five
                          management:   (1)  does  not  resolve  potential
                          disconnects  between pay and performance and (2)
                          would be unduly  restrictive with respect to the
                          company's compensation  strategies.  As such, we
                          recommend a vote AGAINST.
                 6     Amend By Laws Relating to Board       Against    Against                ShrHoldr
                       Independence
                          An  independent  board is one way to assure that
                          shareholder   interests   will   be   adequately
                          represented  by a board that is  independent  of
                          management  and that  does not have an  interest
                          in the company that  differs from the  interests
                          of   other   shareholders.   According   to  our
                          director   classifications,   nine   of  the  16
                          directors  are  independent.  Although  we would
                          prefer  a  two-thirds   independent   board,  we
                          believe  that  the  proponent's   request  would
                          limit the  flexibility  of the  company  without
                          ensuring   the   maintenance   of   a   majority
                          independent  board.  We note that,  according to
                          our  director  classifications,  there  are four
                          affiliated  outside  directors on the board.  We
                          believe  that the  proposed  amendment is not in
                          shareholders'  best  interest  as it:  (1) would
                          not ensure board  independence by not addressing
                          the presence of affiliated  outside directors on
                          the  board and (2)  would  limit  the  company's
                          flexibility  with  regard to board  composition.
                          As such, we recommend a vote AGAINST.
                 7     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


05/19/04 - A     Friedman, Billings, Ramsey,      358434108                          04/23/04             1,850
                 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 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
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Gannett Co., Inc. *GCI*          364730101                          03/05/04               850
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James A. Johnson ---
                       For
                 1.2   Elect Director Douglas H.
                       McCorkindale --- For
                 1.3   Elect Director Stephen P. Munn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should    utilize    justifiable     performance
                          criteria,  the proposed caps on restricted stock
                          grants,  severance  payments,  salary and bonus,
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.


04/16/04 - WC    Genentech, Inc. *DNA*            368710406                          02/17/04               250
                 1     Amend                                 For        For                    Mgmt
                       Articles/Bylaws/Charter-Non-Routine
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Herbert W. Boyer ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Jonathan  K.C.  Knowles,
                          Arthur D.  Levinson,  William  M.  Burns,  Erich
                          Hunziker  and  affiliated  outsider  Herbert  W.
                          Boyer. We recommend that  shareholders  WITHHOLD
                          votes from  Jonathan  K.C.  Knowles for standing
                          as  an   insider   on   the   Compensation   and
                          Nominating   committees   and  for   failure  to
                          establish a majority  independent board and from
                          Herbert W. Boyer for  standing as an  affiliated
                          outsider   on  the  Audit,   Compensation,   and
                          Nominating   committees   and  for   failure  to
                          establish a majority  independent board. Lastly,
                          we recommend  that  shareholders  WITHHOLD votes
                          from  Arthur D.  Levinson,  William M. Burns and
                          Erich   Hunziker  for  failure  to  establish  a
                          majority independent board.
                 2.2   Elect Director Arthur D. Levinson
                       --- Withhold
                 2.3   Elect Director Mark Richmond --- For
                 2.4   Elect Director Charles A. Sanders
                       --- For
                 2.5   Elect Director William M. Burns ---
                       Withhold
                 2.6   Elect Director Erich Hunziker ---
                       Withhold
                 2.7   Elect Director Jonathan K.C.
                       Knowles --- Withhold
                 3     Elect Director M. Burns               For        Withhold               Mgmt
                 4     Elect Director Erich Hunziker         For        Withhold               Mgmt
                 5     Elect Director Jonathan K.C. Knowles  For        Withhold               Mgmt
                 6     Increase Authorized Common Stock      For        For                    Mgmt
                 7     Approve Omnibus Stock Plan            For        Against                Mgmt
                          The total cost of the  company's  plans of 12.19
                          percent  is  above  the  allowable  cap for this
                          company of 8.53 percent.
                 8     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     General Electric Co. *GE*        369604103                          03/01/04            39,000
                 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
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 5     Eliminate Animal Testing              Against    Against                ShrHoldr
                 6     Report on Nuclear Fuel Storage Risks  Against    Against                ShrHoldr
                 7     Report on PCB Clean-up                Against    Against                ShrHoldr
                 8     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr
                 9     Prepare Sustainability Report         Against    Against                ShrHoldr
                 10    Limit Composition of Management       Against    Against                ShrHoldr
                       Development and Compensation
                       Committee to Independent Directors
                 11    Report on Pay Disparity               Against    Abstain                ShrHoldr
                 12    Limit Awards to Executives            Against    Against                ShrHoldr
                 13    Limit Board Service for Other         Against    For                    ShrHoldr
                       Companies
                          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
                 15    Hire Advisor/Maximize Shareholder     Against    Against                ShrHoldr
                       Value
                 16    Adopt a Retention Ratio for           Against    Against                ShrHoldr
                       Executives and Directors
                 17    Require 70% to 80% Independent Board  Against    Against                ShrHoldr
                 18    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


06/02/04 - A     General Motors Corp. *GM*        370442105                          04/05/04             2,000
                 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
                          We support the use of performance-based  pay and
                          believes there should be strong linkage  between
                          compensation   and  performance  at  the  senior
                          executive  level.   However,   we  believe  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.
                 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    For                    ShrHoldr
                       Independent Directors
                          Since  approval  of this  proposal  will  ensure
                          independence   on  key  board   committees,   we
                          support this request.
                 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
                          We   generally   support   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,   we   believe   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.


05/27/04 - A     Genzyme Corp. *GENZ*             372917104                          03/31/04             2,550
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Douglas A.
                       Berthiaume --- For
                 1.2   Elect Director Henry E. Blair ---
                       For
                 1.3   Elect Director Gail K. Boudreaux
                       --- For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Increase Authorized Preferred Stock   For        Against                Mgmt
                          In  this  case,   management  has   specifically
                          stated   that  the   shares   will  be  used  in
                          connection  with the poison  pill.  We recommend
                          shareholders   vote   AGAINST   proposals   that
                          increase   authorized   common   stock  for  the
                          explicit  purpose of implementing a rights plan,
                          especially  if the plan has not been approved by
                          shareholders  and  includes  a  trigger  of less
                          than 20 percent.
                 6     Ratify Auditors                       For        For                    Mgmt
                 7     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  Compensation
                          Committee   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,  we believe this proposal
                          is too  restrictive,  as it would  limit  equity
                          awards  to  time-based   restricted  shares.  As
                          such,  this  item does not  warrant  shareholder
                          approval.


05/25/04 - A     Gilead Sciences, Inc. *GILD*     375558103                          04/05/04             3,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Increase Authorized Common Stock      For        For                    Mgmt


05/18/04 - A     Guidant Corp. *GDT*              401698105                          03/11/04             2,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Maurice A. Cox, Jr.
                       --- For
                 1.2   Elect Director Nancy-Ann Min
                       DeParle --- For
                 1.3   Elect Director Ronald W. Dollens
                       --- For
                 1.4   Elect Director Enrique C. Falla ---
                       For
                 1.5   Elect Director Kristina M. Johnson,
                       Ph.D. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


04/24/04 - A     Harley-Davidson, Inc. *HDI*      412822108                          03/10/04             2,250
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Home Depot, Inc. (The) *HD*      437076102                          03/29/04            12,670
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gregory D. Brenneman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Claudio X.
                          Gonzalez.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Claudio X.  Gonzalez  for
                          sitting on more than six boards.
                 1.2   Elect Director Richard H. Brown ---
                       For
                 1.3   Elect Director John L. Clendenin
                       --- For
                 1.4   Elect Director Berry R. Cox --- For
                 1.5   Elect Director Claudio X. Gonzalez
                       --- Withhold
                 1.6   Elect Director Milledge A. Hart,
                       III --- For
                 1.7   Elect Director Bonnie G. Hill ---
                       For
                 1.8   Elect Director Kenneth G. Langone
                       --- For
                 1.9   Elect Director Robert L. Nardelli
                       --- For
                 1.10  Elect Director Roger S. Penske ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because the company  does not have a policy that
                          puts any future pill to a  shareholder  vote, we
                          recommend   that   shareholders   support   this
                          proposal.
                 5     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          Because  we  support  pay for  performance,  and
                          because the grants of  restricted  stock  (other
                          than  those  granted  under  the  LTIP)  are not
                          based  on  specific   performance   hurdles,  we
                          believe  the   proposal   warrants   shareholder
                          support.
                 6     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr
                 7     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes  and severance  plans,  and therefore
                          recommend  that  shareholders  vote  to  approve
                          this proposal.
                 8     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


05/07/04 - A     Illinois Tool Works Inc. *ITW*   452308109                          03/09/04               850
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Ingram Micro, Inc. *IM*          457153104                          03/26/04             3,950
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Orrin H. Ingram II
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Orrin  H.
                          Ingram  II.  We  recommend   that   shareholders
                          WITHHOLD  votes  from  Orrin  H.  Ingram  II for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation Committee.
                 1.2   Elect Director Michael T. Smith ---
                       For
                 1.3   Elect Director Joe B. Wyatt --- For
                 1.4   Elect Director Howard I. Atkins ---
                       For


05/19/04 - A     Intel Corp. *INTC*               458140100                          03/22/04            46,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Craig R. Barrett ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent   outsider  D.  James
                          Guzy. We recommend  that  shareholders  WITHHOLD
                          votes  from D.  James  Guzy for  sitting on more
                          than six boards.
                 1.2   Elect Director Charlene Barshefsky
                       --- For
                 1.3   Elect Director E. John P. Browne
                       --- For
                 1.4   Elect Director Andrew S. Grove ---
                       For
                 1.5   Elect Director D. James Guzy ---
                       Withhold
                 1.6   Elect Director Reed E. Hundt --- For
                 1.7   Elect Director Paul S. Otellini ---
                       For
                 1.8   Elect Director David S. Pottruck
                       --- For
                 1.9   Elect Director Jane E. Shaw --- For
                 1.10  Elect Director John L. Thornton ---
                       For
                 1.11  Elect Director David B. Yoffie ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 5     Limit/Prohibit Awards to Executives   Against    For                    ShrHoldr
                          The    company    currently    does    not   use
                          performance-vesting  awards in its  compensation
                          plans  for  senior   executives.   Although  the
                          proponent   in  its   supporting   statement  is
                          critical  of  fixed-price  options,  it does not
                          appear that the proposal  advocates  replacement
                          of  options  with  performance-based  restricted
                          stock.  The  proposal  requests  the the company
                          use performance-vesting  stock in development of
                          future  equity  awards  for  senior  executives.
                          Although  the  company  has   recently   adopted
                          officer   stockholding    guidelines,   a   more
                          rigorous  requirement would be 7x to 10x for the
                          CEO  and  scaled  down  for  other   executives.
                          Therefore,   we  believe   that  this   proposal
                          warrants shareholder support.
                 6     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          In this case, the company uses standard  options
                          for its  long  term  compensation.  It does  not
                          currently    award    or    plans    to    award
                          performance-based    options.    The    proposal
                          requests  for a portion of future  stock  option
                          grants   to  be   performance-based   to  senior
                          executives   and   is   therefore   not   unduly
                          restrictive.  The  company  should  be  able  to
                          identify  appropriate  performance  criteria and
                          clearly  disclose  the  associated   performance
                          goals or hurdle rates to the shareholders.  This
                          would provide  further  discipline and alignment
                          in   award   of   executive    compensation   to
                          shareholders interest.


06/23/04 - A     InteractiveCorp *IACI*           45840Q101                          04/29/04             7,450
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard N. Barton
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception   of   independent    outsider   Edgar
                          Bronfman,  Jr.,  affiliated  outsider  Diane Von
                          Furstenberg,  and  insiders  Victor A.  Kaufman,
                          Barry  Diller,   and  Robert  R.   Bennett.   We
                          recommend that shareholders  WITHHOLD votes from
                          Edgar Bronfman,  Jr. for poor  attendance,  from
                          Robert R.  Bennett for standing as an insider on
                          the  Compensation  Committee  and for failure to
                          establish an independent  nominating  committee,
                          and  from  Diane  Von  Furstenberg,   Victor  A.
                          Kaufman,   and  Barry   Diller  for  failure  to
                          establish an independent nominating committee.
                 1.2   Elect Director Robert R. Bennett
                       --- Withhold
                 1.3   Elect Director Edgar Bronfman, Jr.
                       --- Withhold
                 1.4   Elect Director Barry Diller ---
                       Withhold
                 1.5   Elect Director Victor A. Kaufman
                       --- Withhold
                 1.6   Elect Director Donald R. Keough ---
                       For
                 1.7   Elect Director Marie-Josee Kravis
                       --- For
                 1.8   Elect Director John C. Malone ---
                       For
                 1.9   Elect Director Steven Rattner ---
                       For
                 1.10  Elect Director Gen. H.N.
                       Schwarzkopf --- For
                 1.11  Elect Director Alan G. Spoon --- For
                 1.12  Elect Director Diane Von
                       Furstenberg --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     International Business           459200101                          02/27/04             3,000
                 Machines Corp. *IBM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Cathleen Black ---
                       For
                 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
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 6     Amend Pension and Retirement          Against    Against                ShrHoldr
                       Medical Insurance Plans
                          We   believe   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  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.          We  agree
                          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
                          We  support  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
                          We agree 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
                 11    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 12    Report on Executive Compensation      Against    For                    ShrHoldr
                          While   we   do   not   suggest   that   current
                          compensation   practices   have   the   intended
                          effects   suggested  by  the   shareholder,   we
                          nonetheless   support   this   proposal  as  the
                          additional  reporting will provide  shareholders
                          with  greater   transparency   on   compensation
                          policies.


05/26/04 - A     International Steel Group, Inc   460377104                          04/05/04             1,650
                 *ISG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Johnson & Johnson *JNJ*          478160104                          02/24/04            11,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Cease Charitable Contributions        Against    Against                ShrHoldr


05/25/04 - A     JP Morgan Chase & Co. *JPM*      46625H100                          04/02/04             5,100
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Hans W. Becherer ---
                       For
                 2.2   Elect Director Frank A. Bennack,
                       Jr. --- For
                 2.3   Elect Director John H. Biggs --- For
                 2.4   Elect Director Lawrence A. Bossidy
                       --- For
                 2.5   Elect Director Ellen V. Futter ---
                       For
                 2.6   Elect Director William H. Gray, III
                       --- For
                 2.7   Elect Director William B. Harrison,
                       Jr --- For
                 2.8   Elect Director Helene L. Kaplan ---
                       For
                 2.9   Elect Director Lee R. Raymond ---
                       For
                 2.10  Elect Director John R. Stafford ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                          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.
                 5     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.
                 6     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 7     Charitable Contributions              Against    Against                ShrHoldr
                          We    generally    believe    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 JP Morgan
                          Chase  Foundation  engages and donates to causes
                          that  management  believes are beneficial to the
                          communities  in which the company  operates  and
                          in the best  interests of the company.  Further,
                          the company provides  comprehensive  information
                          regarding  its  corporate  giving  grants in its
                          Corporate    Responsibility    Annual    Reports
                          available on the company's  website.  Therefore,
                          lacking  evidence  to the  contrary,  we believe
                          that continuing these  charitable  contributions
                          is in the best interests of the shareholders.
                 8     Political Contributions               Against    Against                ShrHoldr
                 9     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 10    Provide Adequate Disclosure for       Against    Against                ShrHoldr
                       over the counter Derivatives
                 11    Auditor Independence                  Against    For                    ShrHoldr
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 12    Submit Non-Employee Director          Against    Against                ShrHoldr
                       Compensation to Vote
                          JP  Morgan's  director  compensation  is in line
                          with the  compensation  practices  of its peers.
                          We  agree  with  the   company's   view  that  a
                          significant  portion  of  the  overall  director
                          compensation  be linked to the company's  stock.
                          At  this  time,  in the  absence  of  compelling
                          evidence   of  abusive   director   compensation
                          practices, we recommend against the proposal.
                 13    Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Since  approval  of this  proposal  will help JP
                          Morgan  review its  current  pay  practices  and
                          policies,   and  provide   transparency  to  its
                          shareholders, we support this request.


04/16/04 - S     Juniper Networks, Inc. *JNPR*    48203R104                          03/10/04               600
                 1     Issue Shares in Connection with an    For        For                    Mgmt
                       Acquisition


04/28/04 - A     Kohl's Corp. *KSS*               500255104                          03/03/04             4,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wayne Embry --- For
                          ISS recommends that  shareholders vote FOR Wayne
                          Embry  and Frank V.  Sica,  but  WITHHOLD  votes
                          from  the  other  nominees.  We  recommend  that
                          shareholders   WITHHOLD  votes  from  affiliated
                          outsider  John  F.  Herma  for  standing  as  an
                          affiliated  outsider on the Audit and Nominating
                          committees   and  for  failure  to  establish  a
                          majority   independent  board  and  R.  Lawrence
                          Montgomery  for failure to  establish a majority
                          independent board.
                 1.2   Elect Director John F. Herma ---
                       Withhold
                 1.3   Elect Director R. Lawrence
                       Montgomery --- Withhold
                 1.4   Elect Director Frank V. Sica --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Performance-Based Stock/Indexed       Against    For                    ShrHoldr
                       Options
                          Despite  the fact that  certain  features of the
                          proposal may be more  rigorous  than others,  we
                          support   the   underlying   principal   of  the
                          proposal in this case.
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/27/04 - A     L-3 Communications Holdings,     502424104                          03/19/04             2,000
                 Inc. *LLL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt


04/02/04 - A     Lehman Brothers Holdings Inc.    524908100                          02/13/04             2,450
                 *LEH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Lexmark International, Inc.      529771107                          03/05/04             1,050
                 *LXK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


06/09/04 - A     Liberty Media Corp. *L*          530718105                          04/21/04             8,386
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert R. Bennett
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of insiders  John C. Malone and Robert
                          R.  Bennett.   We  recommend  that  shareholders
                          WITHHOLD  votes  from John C.  Malone and Robert
                          R.  Bennett for failure to  establish a majority
                          independent board.
                 1.2   Elect Director Paul A. Gould --- For
                 1.3   Elect Director John C. Malone ---
                       Withhold
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/28/04 - A     Lowe *LOW*                       548661107                          04/01/04             9,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Leonard L. Berry ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Dawn E. Hudson.  We recommend  that
                          shareholders  WITHHOLD votes from Dawn E. Hudson
                          for poor attendance.
                 1.2   Elect Director Paul Fulton --- For
                 1.3   Elect Director Dawn E. Hudson ---
                       Withhold
                 1.4   Elect Director Marshall O. Larsen
                       --- For
                 1.5   Elect Director Robert A. Niblock
                       --- For
                 1.6   Elect Director Stephen F. Page ---
                       For
                 1.7   Elect Director O. Temple Sloan, Jr.
                       --- For
                 1.8   Elect Director Robert L. Tillman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Marsh & McLennan Companies,      571748102                          03/22/04             2,600
                 Inc. *MMC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Mattson Technology, Inc.         577223100                          03/25/04             2,150
                 *MTSN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     MBNA Corp. *KRB*                 55262L100                          02/13/04             9,950
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James H. Berick ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insider  Bruce L.  Hammonds  and
                          affiliated   outsiders   Benjamin  R.  Civiletti
                          ,James H.  Berick and  Randolph  D.  Lerner.  We
                          recommend that shareholders  WITHHOLD votes from
                          Benjamin  R.  Civiletti  and James H. Berick for
                          standing as  affiliated  outsiders on the Audit,
                          Compensation  and Governance  committees and for
                          failure  to  establish  a  majority  independent
                          board. We recommend that  shareholders  WITHHOLD
                          votes  from  Randolph  D.  Lerner  and  Bruce L.
                          Hammonds  for  failure to  establish  a majority
                          independent board.
                 1.2   Elect Director Benjamin R.
                       Civiletti --- Withhold
                 1.3   Elect Director Bruce L. Hammonds
                       --- Withhold
                 1.4   Elect Director William L. Jews ---
                       For
                 1.5   Elect Director Randolph D. Lerner
                       --- Withhold
                 1.6   Elect Director Stuart L. Markowitz
                       --- For
                 1.7   Elect Director William B. Milstead
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          In the wake of financial  reporting problems and
                          excessive  executive  compensation  at companies
                          like  Enron  Corp.,   Worldcom  Inc.,  and  Tyco
                          International  Ltd.,  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.  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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          We  believe  that  MBNA is  moving  in the right
                          direction as evidenced by the recent  changes in
                          the   company   such   as   reducing   executive
                          compensation  and  changing the  composition  of
                          the board.  However,  we believe  that the board
                          of  directors  should  be  an  independent  body
                          capable  of  providing  objective  oversight  of
                          management and the company's overall  direction.
                          This goal can best be  achieved  when  directors
                          are  independent of the CEO and have no personal
                          interest in the company  arising from salary,  a
                          consulting  agreement,  or any other significant
                          business arrangement.


05/27/04 - A     MCAFEE INC. *MFE*                640938106                          04/01/04             3,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     McDonald's Corp. *MCD*           580135101                          03/22/04             4,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve/Amend Executive Incentive     For        For                    Mgmt
                       Bonus Plan


04/20/04 - A     Mellon Financial Corp. *MEL*     58551A108                          02/06/04             2,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Merck & Co., Inc. *MRK*          589331107                          02/24/04             3,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 5     Develop Ethical Criteria for Patent   Against    Against                ShrHoldr
                       Extension
                 6     Link Executive Compensation to        Against    Abstain                ShrHoldr
                       Social Issues
                 7     Report on Political Contributions     Against    Against                ShrHoldr
                 8     Report on Operational Impact of       Against    Abstain                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/23/04 - A     Merrill Lynch & Co., Inc.        590188108                          02/24/04             4,900
                 *MER*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


06/17/04 - A     Michaels Stores, Inc. *MIK*      594087108                          04/26/04             1,950
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


04/20/04 - A     Morgan Stanley *MWD*             617446448                          02/20/04             3,450
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/03/04 - A     Motorola, Inc. *MOT*             620076109                          03/05/04             7,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward Zander --- For
                 1.2   Elect Director H. Laurence Fuller
                       --- For
                 1.3   Elect Director Judy Lewent --- For
                 1.4   Elect Director Walter Massey --- For
                 1.5   Elect Director Nicholas Negroponte
                       --- For
                 1.6   Elect Director Indra Nooyi --- For
                 1.7   Elect Director John Pepper, Jr. ---
                       For
                 1.8   Elect Director Samuel Scott III ---
                       For
                 1.9   Elect Director Douglas Warner III
                       --- For
                 1.10  Elect Director John White --- For
                 1.11  Elect Director Mike Zafirovski ---
                       For
                 2     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  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.
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options  would   effectively   limit  the
                          company's   ability   to  retain   and   attract
                          qualified  management.   This  proposal  is  too
                          restrictive,  and does not  warrant  shareholder
                          approval.


05/05/04 - A     Nationwide Financial Services,   638612101                          03/08/04             1,700
                 Inc. *NFS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total  cost of the  company's  plans of 7.10
                          percent  is  above  the  allowable  cap for this
                          company of 5.16 percent.  Because this amendment
                          would  extend  the life of a plan  that  exceeds
                          the cost cap for an  additional  six  years,  we
                          recommend a vote AGAINST this proposal.
                 4     Approve Outside Director Stock        For        For                    Mgmt
                       Awards/Options in Lieu of Cash


06/16/04 - A     Netgear Inc *NTGR*               64111Q104                          04/27/04             2,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Nextel Communications, Inc.      65332V103                          04/02/04               550
                 *NXTL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


04/20/04 - A     Northern Trust Corp. *NTRS*      665859104                          03/01/04             1,450
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Duane L. Burnham ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Robert  A.
                          Helman. We recommend that shareholders  WITHHOLD
                          votes from Robert A.  Helman for  standing as an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Dolores E. Cross ---
                       For
                 1.3   Elect Director Susan Crown --- For
                 1.4   Elect Director Robert S. Hamada ---
                       For
                 1.5   Elect Director Robert A. Helman ---
                       Withhold
                 1.6   Elect Director Dipak C. Jain --- For
                 1.7   Elect Director Arthur L. Kelly ---
                       For
                 1.8   Elect Director Robert C. Mccormack
                       --- For
                 1.9   Elect Director Edward J. Mooney ---
                       For
                 1.10  Elect Director William A. Osborn
                       --- For
                 1.11  Elect Director John W. Rowe --- For
                 1.12  Elect Director Harold B. Smith ---
                       For
                 1.13  Elect Director William D. Smithburg
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Omnicare, Inc. *OCR*             681904108                          03/31/04             1,750
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Omnicom Group Inc. *OMC*         681919106                          04/09/04             2,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan


04/21/04 - A     Outback Steakhouse, Inc. *OSI*   689899102                          02/27/04               500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John A. Brabson, Jr.
                       --- For
                 1.2   Elect Director Lee Roy Selmon ---
                       For
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 16.41  percent is above the allowable cap for
                          this company of 12.97 percent.
                 3     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/05/04 - A     PepsiCo, Inc. *PEP*              713448108                          03/12/04             9,450
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John F. Akers --- For
                 1.2   Elect Director Robert E. Allen ---
                       For
                 1.3   Elect Director Ray L. Hunt --- For
                 1.4   Elect Director Arthur C. Martinez
                       --- For
                 1.5   Elect Director Indra K. Nooyi ---
                       For
                 1.6   Elect Director Franklin D. Raines
                       --- For
                 1.7   Elect Director Steven S. Reinemund
                       --- For
                 1.8   Elect Director Sharon Percy
                       Rockefeller --- For
                 1.9   Elect Director James J. Schiro ---
                       For
                 1.10  Elect Director Franklin A. Thomas
                       --- For
                 1.11  Elect Director Cynthia M. Trudell
                       --- For
                 1.12  Elect Director Solomon D. Trujillo
                       --- For
                 1.13  Elect Director Daniel Vasella ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given the  seriousness of the issue and the fact
                          that the  company's  disclosure  lags behind its
                          peers,  we  recommend  a vote in  favor  of this
                          request.


04/22/04 - A     Pfizer Inc. *PFE*                717081103                          02/27/04            45,985
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Report on Operational Impact of       Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                 5     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Establish Term Limits for Directors   Against    Against                ShrHoldr
                 8     Report on Drug Pricing                Against    Against                ShrHoldr
                 9     Limit Awards to Executives            Against    Against                ShrHoldr
                 10    Amend Animal Testing Policy           Against    Against                ShrHoldr


05/13/04 - A     Providian Financial Corp.        74406A102                          03/15/04             3,700
                 *PVN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Pulte Homes Inc. *PHM*           745867101                          03/16/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Richard J. Dugas,
                       Jr. --- For
                 1.2   Elect Director David N. McCammon
                       --- For
                 1.3   Elect Director William J. Pulte ---
                       For
                 1.4   Elect Director Francis J. Sehn ---
                       For
                 1.5   Elect Director Michael E. Rossi ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditor                        Against    For                    ShrHoldr
                          Before    the    corporate    accounting-related
                          scandals of the past two years,  ratification of
                          auditors  was  generally  viewed  as  a  routine
                          agenda   item.   A  vote  for  an   auditor   by
                          shareholders  is  confirmation  that the auditor
                          has    objectively    reviewed   the   company's
                          financial   statements   for   compliance   with
                          generally accepted  accounting  principles.  Due
                          to the recent SEC rules on auditor  independence
                          and  increased   shareholder  scrutiny  on  this
                          issue,  however,  ratification  of auditors  has
                          turned into a more  controversial  agenda  item.
                          As such,  we believe  that  shareholders  should
                          have the  opportunity  to assess  the  auditor's
                          general  performance,  the audit  and  non-audit
                          related  fees  paid  by  the  company,  and  the
                          auditor's  overall  independence.        We  can
                          see  no  compelling  reason  why  the  company's
                          shareholders  should not be given the right to a
                          non-binding   ratification  of  the  independent
                          auditor   selected   by  the   company's   audit
                          committee.


05/06/04 - A     Sap Ag                           803054204                          03/30/04             3,700
                       Meeting for Holders of ADRs
                 1     RESOLUTION ON THE APPROPRIATION OF    For        For                    Mgmt
                       THE RETAINED EARNINGS OF THE FISCAL
                       YEAR 2003
                 2     RESOLUTION ON THE FORMAL APPROVAL     For        For                    Mgmt
                       OF THE ACTS OF THE EXECUTIVE BOARD
                       IN THE FISCAL YEAR 2003
                 3     RESOLUTION ON THE FORMAL APPROVAL     For        For                    Mgmt
                       OF THE ACTS OF THE SUPERVISORY
                       BOARD IN THE FISCAL YEAR 2003
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     RESOLUTION ON ADJUSTMENTS TO          For        For                    Mgmt
                       SECTION 4 OF THE ARTICLES OF
                       ASSOCIATION
                 6     RESOLUTION ON THE AUTHORIZATION TO    For        For                    Mgmt
                       ACQUIRE AND USE TREASURY SHARES
                 7     RESOLUTION ON THE AUTHORIZATION TO    For        Against                Mgmt
                       USE EQUITY DERIVATIVES IN
                       CONNECTION WITH THE ACQUISITION OF
                       TREASURY SHARES
                          We recommend a vote against this  resolution  on
                          the basis  that it would  allow the board to use
                          a  speculative   financial   instrument  without
                          sufficient safeguards.


04/14/04 - A     Schlumberger Ltd. *SLB*          806857108                          02/25/04             2,200
                       Meeting for Holders of ADRs
                 1     Elect Directors                       For        For                    Mgmt
                 2     ADOPTION AND APPROVAL OF FINANCIALS   For        For                    Mgmt
                       AND DIVIDENDS
                 3     APPROVAL OF ADOPTION OF THE 2004      For        For                    Mgmt
                       STOCK AND DEFERRAL PLAN FOR
                       NON-EMPLOYEE DIRECTORS
                 4     APPROVAL OF AUDITORS                  For        For                    Mgmt


06/10/04 - A     Semtech Corp. *SMTC*             816850101                          04/23/04             1,650
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Glen M. Antle --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of insiders  John D. Poe and Jason L.
                          Carlson.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  John D. Poe and  Jason L.
                          Carlson for failure to establish an  independent
                          nominating committee.
                 1.2   Elect Director James P. Burra ---
                       For
                 1.3   Elect Director Jason L. Carlson ---
                       Withhold
                 1.4   Elect Director Rockell N. Hankin
                       --- For
                 1.5   Elect Director James T. Lindstrom
                       --- For
                 1.6   Elect Director John L. Piotrowski
                       --- For
                 1.7   Elect Director John D. Poe ---
                       Withhold
                 1.8   Elect Director James T. Schraith
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


06/23/04 - A     Siebel Systems, Inc. *SEBL*      826170102                          04/29/04             5,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Abstain    For                    ShrHoldr
                          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.


05/13/04 - A     SLM Corp. *SLM*                  78442P106                          03/15/04             8,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Smith International, Inc.        832110100                          02/27/04             3,555
                 *SII*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James R. Gibbs ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Jerry W. Neely.  We recommend  that
                          shareholders  WITHHOLD votes from Jerry W. Neely
                          for  standing as an  affiliated  outsider on the
                          Audit and on the Compensation committees.
                 1.2   Elect Director Jerry W. Neely ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     St. Jude Medical, Inc. *STJ*     790849103                          03/15/04             2,850
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael A. Rocca ---
                       For
                 1.2   Elect Director David A. Thompson
                       --- For
                 1.3   Elect Director Stefan K.
                       Widensohler --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Increase Authorized Common Stock      For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal    is    unduly    restrictive.     The
                          Compensation     Committee    and     Management
                          Development   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.


06/17/04 - A     Staples, Inc. *SPLS*             855030102                          04/19/04             7,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Given  that the plan has  already  expired,  and
                          that the board has  determined  not to renew the
                          plan, this proposal has become moot.  Therefore,
                          we  recommend  that  shareholders  vote  against
                          this item.
                 7     Submit Shareholder Rights Plan        Against    For                    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.
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          Our  policy  is  to  recommend   voting  against
                          proposals  that seek to set  absolute  levels on
                          compensation or otherwise  dictate the amount or
                          form of compensation.
                 9     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                          In this case,  the company states that the Audit
                          Committee  pre-approves  all services by Ernst &
                          young LLP, the  company's  independent  auditors
                          in compliance  with the rules of  Sarbanes-Oxley
                          Act.  Also,  the  aggregate  fees  paid for 'tax
                          services'  and  'other  services'  are less than
                          the  aggregate  fees paid for  'audit  services'
                          and  'audit-related  services'.   Therefore,  we
                          believe   this   proposal   does   not   warrant
                          shareholder support.


05/07/04 - A     Starwood Hotels & Resorts        85590A203                          03/19/04             2,150
                 Worldwide, Inc. *HOT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     For        Against                Mgmt


04/21/04 - A     State Street Corp. (Boston)      857477103                          02/27/04             2,200
                 *STT*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Kennett Burnes ---
                       For
                 1.2   Elect Director David Gruber --- For
                 1.3   Elect Director Linda Hill --- For
                 1.4   Elect Director Charles Lamantia ---
                       For
                 1.5   Elect Director Robert Weissman ---
                       For
                 2     Exempt Board of Directors from        Against    Against                ShrHoldr
                       Massachusetts General Laws, Chapter
                       156B, Section 50A(a)
                          Proposal would declassify the board.


05/19/04 - A     Station Casinos, Inc. *STN*      857689103                          03/26/04             1,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Lorenzo J. Fertitta
                       --- Withhold
                          We  recommend  a vote FOR James E. Nave,  D.V.M.
                          but WITHHOLD votes from all the other  nominees.
                          We recommend  that  shareholders  WITHHOLD votes
                          from insider  Lorenzo J. Fertitta and affiliated
                          outsider   Blake  L.   Sartini  for  failure  to
                          establish a majority independent board.
                 1.2   Elect Director Blake L. Sartini ---
                       Withhold
                 1.3   Elect Director James E. Nave,
                       D.V.M. --- For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/20/04 - A     Stryker Corp. *SYK*              863667101                          02/27/04             1,650
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John W. Brown --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Ronda  E.
                          Stryker  and  Donald  M.   Engelman,   Ph.D.  We
                          recommend that shareholders  WITHHOLD votes from
                          Ronda E. Stryker for  standing as an  affiliated
                          outsider  on  the  compensation  and  nominating
                          committees  and from Donald M.  Engelman,  Ph.D.
                          for  standing  as  affiliated  outsiders  on the
                          nominating committee.
                 1.2   Elect Director Howard E. Cox, Jr.
                       --- For
                 1.3   Elect Director Donald M. Engelman,
                       Ph.D. --- Withhold
                 1.4   Elect Director Jerome H. Grossman,
                       M.D. --- For
                 1.5   Elect Director John S. Lillard ---
                       For
                 1.6   Elect Director William U. Parfet
                       --- For
                 1.7   Elect Director Ronda E. Stryker ---
                       Withhold
                 2     Increase Authorized Common Stock      For        For                    Mgmt


05/11/04 - A     Taiwan Semiconductor             874039100                          03/15/04               950
                 Manufacturing Co.
                       Meeting for Holders of ADRs
                 1     TO ACCEPT 2003 BUSINESS REPORT AND    For        For                    Mgmt
                       FINANCIAL STATEMENTS.
                 2     TO APPROVE THE PROPOSAL FOR           For        For                    Mgmt
                       DISTRIBUTION OF 2003 PROFITS.
                 3     TO APPROVE THE CAPITALIZATION OF      For        For                    Mgmt
                       2003 DIVIDENDS AND EMPLOYEE PROFIT
                       SHARING.


05/19/04 - A     Target Corporation *TGT*         87612E106                          03/22/04             7,650
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/20/04 - A     Teva Pharmaceutical Industries   881624209                          04/15/04             5,450
                       Meeting for Holders of ADRs
                 1     TO RECEIVE AND DISCUSS THE COMPANY    For        For                    Mgmt
                       S CONSOLIDATED BALANCE SHEET AS OF
                       DECEMBER 31, 2003 AND THE
                       CONSOLIDATED STATEMENTS.
                 2     TO APPROVE THE BOARD OF DIRECTORS     For        Against                Mgmt
                       RECOMMENDATION THAT THE CASH
                       DIVIDEND FOR THE YEAR ENDED
                       DECEMBER 31, 2003, WHICH WAS PAID
                       IN FOUR INSTALLMENTS AND AGGREGATED
                       NIS 1.44 (APPROXIMATELY US$0.322)
                       PER ORDINARY SHARE, BE DECLARED
                       FINAL.
                 3     TO ELECT ABRAHAM E. COHEN TO SERVE    For        For                    Mgmt
                       FOR A THREE-YEAR TERM.
                 4     TO ELECT LESLIE DAN TO SERVE FOR A    For        For                    Mgmt
                       THREE-YEAR TERM.
                 5     TO ELECT PROF. MEIR HETH TO SERVE     For        For                    Mgmt
                       FOR A THREE-YEAR TERM.
                 6     TO ELECT PROF. MOSHE MANY TO SERVE    For        For                    Mgmt
                       FOR A THREE-YEAR TERM.
                 7     TO ELECT DOV SHAFIR TO SERVE FOR A    For        For                    Mgmt
                       THREE-YEAR TERM.
                 8     TO APPROVE THE PURCHASE OF DIRECTOR   For        Against                Mgmt
                       S AND OFFICER S LIABILITY INSURANCE
                       FOR THE DIRECTORS AND OFFICERS OF
                       THE COMPANY.
                 9     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     Texas Instruments Inc. *TXN*     882508104                          02/17/04             1,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James R. Adams ---
                       For
                 1.2   Elect Director David L. Boren ---
                       For
                 1.3   Elect Director Daniel A. Carp ---
                       For
                 1.4   Elect Director Thomas J. Engibous
                       --- For
                 1.5   Elect Director Gerald W.
                       Fronterhouse --- For
                 1.6   Elect Director David R. Goode ---
                       For
                 1.7   Elect Director Wayne R. Sanders ---
                       For
                 1.8   Elect Director Ruth J. Simmons ---
                       For
                 1.9   Elect Director Richard K. Templeton
                       --- For
                 1.10  Elect Director Christine Todd
                       Whitman --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/03/04 - A     The Boeing Co. *BA*              097023105                          03/05/04             1,550
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John H. Biggs ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  Rozanne  L.  Ridgway,   John  E.
                          Bryson,  and John H. Biggs.  We  recommend  that
                          shareholders  WITHHOLD  votes  from  Rozanne  L.
                          Ridgway,  John E. Bryson,  and John H. Biggs for
                          failure to implement the board  declassification
                          and removal of the supermajority  vote provision
                          proposals.
                 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    Abstain                ShrHoldr
                       Conduct
                 6     Declassify the Board of Directors     Against    Against                ShrHoldr
                 7     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          As  a  matter  of  policy,   we  recommend  that
                          shareholders   vote  for  all   proposals   that
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders' best interest.
                 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
                          In this case,  although  the  company  has stock
                          ownership  guidelines that range from one to six
                          times  base  salary  (four  to  six  times  base
                          salary  for named  executive  officers),  in the
                          absence of any long-term  ownership  requirement
                          or  meaningful   retention   ratio  policy,   we
                          recommend a vote FOR this proposal.
                 10    Provide Employees Choice of Pension   Against    Against                ShrHoldr
                       Plans at Retirement or Termination


05/17/04 - A     The Charles Schwab Corp. *SCH*   808513105                          03/18/04             7,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/21/04 - A     The Coca-Cola Company *KO*       191216100                          02/23/04             6,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Herbert A. Allen ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Warren E.  Buffett.  We  recommend
                          that shareholders  WITHHOLD votes from Warren E.
                          Buffett for standing as an  affiliated  outsider
                          on the Audit Committee.
                 1.2   Elect Director Ronald W. Allen ---
                       For
                 1.3   Elect Director Cathleen P. Black
                       --- For
                 1.4   Elect Director Warren E. Buffett
                       --- Withhold
                 1.5   Elect Director Douglas N. Daft ---
                       For
                 1.6   Elect Director Barry Diller --- For
                 1.7   Elect Director Donald R. Keough ---
                       For
                 1.8   Elect Director Susan Bennett King
                       --- For
                 1.9   Elect Director Maria Elena
                       Lagomasino --- For
                 1.10  Elect Director Donald F. Mchenry
                       --- For
                 1.11  Elect Director Robert L. Nardelli
                       --- For
                 1.12  Elect Director Sam Nunn --- For
                 1.13  Elect Director J. Pedro Reinhard
                       --- For
                 1.14  Elect Director James D. Robinson
                       III --- For
                 1.15  Elect Director Peter V. Ueberroth
                       --- For
                 1.16  Elect Director James B. Williams
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Operational Impact of       For        For                    ShrHoldr
                       HIV/AIDS Pandemic
                 4     Report on Stock Option Distribution   Against    Abstain                ShrHoldr
                       by Race and Gender
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 6     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          We are concerned  with the  disparate  treatment
                          given  to  senior  executives.   Therefore,   we
                          recommend voting FOR the proposal.
                 7     Submit Executive Compensation to      Against    Against                ShrHoldr
                       Vote
                 8     Implement China Principles            Against    Against                ShrHoldr
                 9     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/12/04 - A     The Gap, Inc. *GPS*              364760108                          03/15/04             5,950
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Limit Executive Compensation          Against    Against                ShrHoldr


05/20/04 - A     The Gillette Co. *G*             375766102                          03/22/04             3,050
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward F. DeGraan
                       --- For
                 1.2   Elect Director Wilbur H. Gantz ---
                       For
                 1.3   Elect Director James M. Kilts ---
                       For
                 1.4   Elect Director Jorge Paulo Lemann
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Prohibit Auditor from Providing       Against    For                    ShrHoldr
                       Non-Audit Services
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 6     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


06/01/04 - A     The TJX Companies, Inc. *TJX*    872540109                          04/12/04             4,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Implement ILO Based Code of Conduct   Against    Abstain                ShrHoldr
                 4     Report on Vendor Standards            Against    Abstain                ShrHoldr
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr


04/15/04 - A     TIBCO Software, Inc. *TIBX*      88632Q103                          02/18/04             5,544
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Vivek Y. Ranadive
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  William A.
                          Owens. We recommend that  shareholders  WITHHOLD
                          votes from  William A. Owens for sitting on more
                          than six boards.
                 1.2   Elect Director Naren Gupta --- For
                 1.3   Elect Director Peter Job --- For
                 1.4   Elect Director William A. Owens ---
                       Withhold
                 1.5   Elect Director Philip K. Wood ---
                       For
                 1.6   Elect Director Eric Dunn --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Tiffany & Co. *TIF*              886547108                          03/25/04             4,550
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     Time Warner Inc *TWX*            887317105                          03/23/04            14,945
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James L. Barksdale
                       --- For
                 1.2   Elect Director Stephen F.
                       Bollenbach --- For
                 1.3   Elect Director Stephen M. Case ---
                       For
                 1.4   Elect Director Frank J. Caufield
                       --- For
                 1.5   Elect Director Robert C. Clark ---
                       For
                 1.6   Elect Director Miles R. Gilburne
                       --- For
                 1.7   Elect Director Carla A. Hills ---
                       For
                 1.8   Elect Director Reuben Mark --- For
                 1.9   Elect Director Michael A. Miles ---
                       For
                 1.10  Elect Director Kenneth J. Novack
                       --- For
                 1.11  Elect Director Richard D. Parsons
                       --- For
                 1.12  Elect Director R. E. Turner --- For
                 1.13  Elect Director Francis T. Vincent,
                       Jr. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt China Principles                Against    Against                ShrHoldr
                 4     Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Due to  escalating  executive  pay and the  fact
                          that the report  requested  will shed some light
                          on company's  pay  practices  and  policies,  we
                          believe that this proposal warrants  shareholder
                          approval.


05/12/04 - A     Tribune Co. *TRB*                896047107                          03/17/04             2,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeffrey Chandler ---
                       For
                 1.2   Elect Director William A. Osborn
                       --- For
                 1.3   Elect Director Kathryn C. Turner
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 12.74  percent is above the allowable cap for
                          this company of 6.63 percent.


05/05/04 - A     Triton PCS Holdings, Inc.        89677M106                          03/10/04             4,800
                 *TPC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     U.S. Bancorp *USB*               902973304                          02/26/04             3,450
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Victoria Buyniski
                       Gluckman --- Withhold
                          We   recommend   withholding   votes   from  all
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes   from   independent   outsider
                          Richard G.  Reiten for poor  attendance  and for
                          failure to implement  the  "declassification  of
                          the  board"   shareholder   proposal.   We  also
                          recommend that shareholders  WITHHOLD votes from
                          independent  outsiders Thomas E. Petry, Jerry W.
                          Levin,  Arthur D.  Collins,  Jr.,  and  Victoria
                          Buyniski  Gluckman for failure to implement  the
                          "declassification   of  the  board"  shareholder
                          proposal.
                 1.2   Elect Director Arthur D. Collins,
                       Jr. --- Withhold
                 1.3   Elect Director Jerry W. Levin ---
                       Withhold
                 1.4   Elect Director Thomas E. Petry ---
                       Withhold
                 1.5   Elect Director Richard G. Reiten
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  do  like  some  of  the   elements   of  the
                          proposal,  such  as  granting  restricted  stock
                          based on  achievement  of  performance  criteria
                          and  vesting   requirement  of  at  least  three
                          years.   By    establishing    minimum   vesting
                          provisions,   shareholders   are  assured   that
                          executives   who   received   stock  grants  are
                          retained  in the company  and are  committed  to
                          maximize   stock  returns  over  the  long-term.
                          However,  due to the  fact  that  the  proponent
                          asks  for a  complete  substitution  of  options
                          with restricted  stock, we believe this proposal
                          is  unduly   restrictive.           Furthermore,
                          setting  maximum  severance  payment  for senior
                          executives  to one year's  salary and bonus,  is
                          lower than the generally accepted standards.  We
                          believe  that  a  reasonable  maximum  severance
                          payment  to a senior  executive  is three  times
                          the annual  salary and bonus.          While  we
                          do like the  proposals  pertaining to restricted
                          stock and enhanced disclosure,  the structure of
                          the executive compensation,  as evidenced by the
                          reasonable CEO pay,  performance-based  bonuses,
                          and  reasonable  severance  multiples,  does not
                          warrant  the   proposed   changes  in  executive
                          compensation.
                 4     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          Due  to  poor  disclosure,  it is  difficult  to
                          assess other  post-employment  benefits provided
                          for  the  company's  executives  and  comparable
                          SERP packages at peer  companies.  Although most
                          terms of the SERP seem reasonable,  we found the
                          CEO's  preferential final average salary formula
                          to  alter  the  size  of  the  CEO's  retirement
                          package.Tthe  potential  increase  in  the  SERP
                          payout due to  existing  and  future  restricted
                          stock grants  raises a  questionable  incentive.
                          Given  the  potential  size of the  benefits  in
                          question,  we think that a  shareholder  vote on
                          the  SERP is  warranted  as a part of a  "checks
                          and balances"  system to ensure  reasonable SERP
                          terms for future agreements.
                 5     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          Supermajority vote requirements  generally serve
                          to  lock  in  provisions  that  are  harmful  to
                          shareholders.  Requiring approval of more than a
                          simple   majority  of  the  voting   shares  may
                          entrench  management by preventing  actions that
                          may  benefit   shareholders,such  as  precluding
                          proxy  contests and potential  takeover bids. As
                          a  result,   we  believe   that  this   proposal
                          warrants shareholder support.


05/06/04 - A     United Parcel Service, Inc.      911312106                          03/08/04             2,900
                 *UPS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/14/04 - A     United Technologies Corp.        913017109                          02/17/04             2,900
                 *UTX*
                 1     Elect Directors                       For        For                    Mgmt
                 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    Against                ShrHoldr


05/12/04 - A     UnitedHealth Group               91324P102                          03/15/04             7,150
                 Incorporated *UNH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          We  support  the  general  principle  motivating
                          this  non-binding   proposal.  In  the  wake  of
                          financial   reporting   problems  and  excessive
                          executive  compensation  at companies like Enron
                          Corp.,  Worldcom  Inc.,  and Tyco  International
                          Ltd.,   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.
                 4     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.  This proposal is too  restrictive,
                          and does not warrant shareholder approval.


05/12/04 - A     Univision Communications Inc.    914906102                          03/15/04             5,000
                 *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  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


05/27/04 - A     VeriSign Inc *VRSN*              92343E102                          03/29/04             5,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Verizon Communications *VZ*      92343V104                          03/01/04             3,850
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Require Majority of Independent       Against    Against                ShrHoldr
                       Directors on Board
                          Because  the  company   already   satisfies  our
                          guidelines  on  independence   and  has  already
                          established  a formal  independence  policy that
                          goes  above  and  beyond  our  requirements,  we
                          believe  that  this  proposal  does not  warrant
                          shareholder support.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    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.
                 7     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          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
                          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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          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
                          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.


05/19/04 - A     Viacom Inc. *VIA*                925524308                          03/22/04            11,640
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director George S. Abrams ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of insiders Mel  Karmazin,  Sumner M.
                          Redstone  and  Shari  Redstone,  and  affiliated
                          outsiders   William   Schwartz,    Frederic   V.
                          Salerno,  George S. Abrams,  Alan C.  Greenberg,
                          Philippe  P.  Dauman and David R.  Andelman.  We
                          recommend that shareholders  WITHHOLD votes from
                          Mel   Karmazin   for  failure  to   establish  a
                          majority  independent  board, and from Sumner M.
                          Redstone  and Shari  Redstone  for  standing  as
                          insiders  on the  Nominating  Committee  and for
                          failure  to  establish  a  majority  independent
                          board.  We  also  recommend  that   shareholders
                          WITHHOLD  votes from  Frederic  V.  Salerno  for
                          standing as an affiliated  outsider on the Audit
                          and Compensation committees,  and for failure to
                          establish a majority  independent board. We also
                          recommend   WITHHOLDING   votes   from   William
                          Schwartz for standing as an affiliated  outsider
                          on the Compensation  and Nominating  committees,
                          and  for   failure  to   establish   a  majority
                          independent   board.    Lastly,   we   recommend
                          WITHHOLDING  votes  from  George S.  Abrams  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating   Committee   and  for   failure   to
                          establish a majority independent board.
                 1.2   Elect Director David R. Andelman
                       --- Withhold
                 1.3   Elect Director Joseph A. Califano,
                       Jr. --- For
                 1.4   Elect Director William S. Cohen ---
                       For
                 1.5   Elect Director Philippe P. Dauman
                       --- Withhold
                 1.6   Elect Director Alan C. Greenberg
                       --- Withhold
                 1.7   Elect Director Mel Karmazin ---
                       Withhold
                 1.8   Elect Director Jan Leschly --- For
                 1.9   Elect Director David T. McLaughlin
                       --- For
                 1.10  Elect Director Shari Redstone ---
                       Withhold
                 1.11  Elect Director Sumner M. Redstone
                       --- Withhold
                 1.12  Elect Director Frederic V. Salerno
                       --- Withhold
                 1.13  Elect Director William Schwartz ---
                       Withhold
                 1.14  Elect Director Patty Stonesifer ---
                       For
                 1.15  Elect Director Robert D. Walter ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


06/04/04 - A     Wal-Mart Stores, Inc. *WMT*      931142103                          04/05/04            14,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James W. Breyer ---
                       For
                 1.2   Elect Director M. Michele Burns ---
                       For
                 1.3   Elect Director Thomas M. Coughlin
                       --- For
                 1.4   Elect Director David D. Glass ---
                       For
                 1.5   Elect Director Roland A. Hernandez
                       --- For
                 1.6   Elect Director Dawn G. Lepore ---
                       For
                 1.7   Elect Director John D. Opie --- For
                 1.8   Elect Director J. Paul Reason ---
                       For
                 1.9   Elect Director H. Lee Scott, Jr.
                       --- For
                 1.10  Elect Director Jack C. Shewmaker
                       --- For
                 1.11  Elect Director Jose H. Villarreal
                       --- For
                 1.12  Elect Director John T. Walton ---
                       For
                 1.13  Elect Director S. Robson Walton ---
                       For
                 1.14  Elect Director Christopher J.
                       Williams --- For
                 2     Approve Stock Option Plan             For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 7     Prepare Sustainability Report         Against    Against                ShrHoldr
                 8     Report on Stock Option Distribution   Against    Abstain                ShrHoldr
                       by Race and Gender
                 9     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)
                 10    Prepare Diversity Report              Against    Abstain                ShrHoldr
                 11    Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          We  acknowledge  the tax  benefits  arising from
                          deferring   executive   compensation.   However,
                          paying  above-market  interest rates on deferred
                          compensation  is not "best practice" and results
                          in  an  additional   expense  to   shareholders.
                          According to an Executive  Benefits Survey (2003
                          Results)  published  by Clark  Consulting,  only
                          seven   percent   of   the   227   participating
                          companies  provided  a bonus  rate  above  their
                          base earnings  rate. In addition,  the increment
                          formula for long term  participating in the plan
                          is  unique  and  quite   generous.   We  believe
                          shareholders   may   benefit   from  having  the
                          opportunity  to make their own evaluation of the
                          deferred compensation packages,  especially when
                          such plans contain unique  features  beyond best
                          practice.


06/28/04 - S     WellPoint Health Networks Inc.   94973H108                          05/10/04             1,000
                 *WLP*
                 1     Approve Merger Agreement              For        For                    Mgmt


04/27/04 - A     Wells Fargo & Company *WFC*      949746101                          03/09/04             1,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J.A. Blanchard III
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of affiliated  outsiders  Michael W.
                          Wright,  Judith M. Runstad,  and Donald B. Rice.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Judith  M.  Runstad  for  standing  as  an
                          affiliated  outsider  on  the  Audit  Committee,
                          Michael  W.   Wright  and  Donald  B.  Rice  for
                          standing as  affiliated  outsiders  on the Human
                          Resources    and    Governance    &   Nominating
                          committees.
                 1.2   Elect Director Susan E. Engel ---
                       For
                 1.3   Elect Director Enrique Hernandez,
                       Jr. --- For
                 1.4   Elect Director Robert L. Joss ---
                       For
                 1.5   Elect Director Reatha Clark King
                       --- For
                 1.6   Elect Director Richard M.
                       Kovacevich --- For
                 1.7   Elect Director Richard D. McCormick
                       --- For
                 1.8   Elect Director Cynthia H. Milligan
                       --- For
                 1.9   Elect Director Philip J. Quigley
                       --- For
                 1.10  Elect Director Donald B. Rice ---
                       Withhold
                 1.11  Elect Director Judith M. Runstad
                       --- Withhold
                 1.12  Elect Director Stephen W. Sanger
                       --- For
                 1.13  Elect Director Susan G. Swenson ---
                       For
                 1.14  Elect Director Michael W. Wright
                       --- Withhold
                 2     Approve Retirement Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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  other
                          forms of  compensation  to  better  reflect  the
                          company's  true earnings and provide  additional
                          discipline  against  overuse.   Moreover,   this
                          proposal   received  majority  support  at  last
                          year's meeting.
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Link Executive Compensation to        Against    Against                ShrHoldr
                       Social Issues
                 7     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/19/04 - A     Williams-Sonoma, Inc. *WSM*      969904101                          03/29/04             1,250
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Wyeth *WYE*                      983024100                          03/12/04             5,910
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Drug Pricing                Against    Against                ShrHoldr
                 4     Amend Animal Testing Policy           Against    Against                ShrHoldr


05/21/04 - A     Yahoo!, Inc. *YHOO*              984332106                          03/25/04             8,200
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Terry S. Semel ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from insiders Terry S. Semel and
                          Jerry Yang,  affiliated  outsider  Eric Hippeau,
                          and   independent   outsiders  Gary  L.  Wilson,
                          Edward R.  Kozel,  Robert A.  Kotick,  Arthur H.
                          Kern,  Ronald W.  Burkle and Roy J.  Bostock for
                          failing  to remove a  dead-hand,  slow-hand,  or
                          similar feature in the company's poison pill.
                 1.2   Elect Director Jerry Yang ---
                       Withhold
                 1.3   Elect Director Roy J. Bostock ---
                       Withhold
                 1.4   Elect Director Ronald W. Burkle ---
                       Withhold
                 1.5   Elect Director Eric Hippeau ---
                       Withhold
                 1.6   Elect Director Arthur H. Kern ---
                       Withhold
                 1.7   Elect Director Robert A. Kotick ---
                       Withhold
                 1.8   Elect Director Edward R. Kozel ---
                       Withhold
                 1.9   Elect Director Gary L. Wilson ---
                       Withhold
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/10/04 - A     Zimmer Holdings Inc *ZMH*        98956P102                          03/15/04             2,750
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Larry C. Glasscock
                       --- Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  independent  outsiders John L.  McGoldrick
                          and Larry C.  Glasscock for failure to implement
                          the  proposal  to submit  the  company's  poison
                          pill to a shareholder vote.
                 1.2   Elect Director John L. McGoldrick
                       --- Withhold
                 2     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In  this  case,   the  company's  pill  was  not
                          approved  by  shareholders,  nor does it  embody
                          the  features  that we  recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder vote.
                 3     Ratify Auditors                       Against    For                    ShrHoldr
                          We  can  see  no   compelling   reason  why  the
                          company's  shareholders  should not be given the
                          right  to  a  non-binding  ratification  of  the
                          independent  auditor  selected by the  company's
                          audit committee.




                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

LB GROWTH FUND (MERGED INTO THRIVENT LARGE CAP GROWTH FUND ON 7/17/2004)

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

07/11/03 - A     BEA Systems, Inc. *BEAS*          073325102                         05/27/03             4,450
                 1      Elect Directors                       For        For
                 1.1    Elect Director William T. Coleman
                        III --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Dale Crandall --- For
                 1.3    Elect Director William H. Janeway
                        --- For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For


08/21/03 - A     BMC Software, Inc. *BMC*          055921100                         07/03/03             2,700
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/17/03 - A     Centex Corp. *CTX*                152312104                         05/29/03               950
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Approve Omnibus Stock Plan            For        Against
                 4      Ratify Auditors                       For        For


07/18/03 - A     Dell Inc. *DELL*                  247025109                         05/23/03            19,900
                 1      Elect Directors                       For        For
                 2      Declassify the Board of Directors     For        Against
                 3      Change Company Name                   For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan


07/31/03 - A     Electronic Arts, Inc. *ERTS*      285512109                         06/04/03             2,400
                 1      Elect Directors                       For        For
                 1.1    Elect Director M. Richard Asher ---
                        For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director William J. Byron ---
                        For
                 1.3    Elect Director Leonard S. Coleman
                        --- For
                 1.4    Elect Director Gary M. Kusin --- For
                 1.5    Elect Director Gregory B. Maffei
                        --- For
                 1.6    Elect Director Timothy Mott --- For
                 1.7    Elect Director Lawrence F. Probst
                        III --- For
                 1.8    Elect Director Linda J. Srere ---
                        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


09/29/03 - A     FedEx Corporation *FDX*           31428X106                         08/04/03             1,250
                 1      Elect Directors                       For        Split
                 1.1    Elect Director August A. Busch IV
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of George J.  Mitchell.  We  recommend
                          that  shareholders  WITHHOLD votes from George J.
                          Mitchell for standing as an  affiliated  outsider
                          on the Compensation and Nominating Committees.
                 1.2    Elect Director John A. Edwardson
                        --- For
                 1.3    Elect Director George J. Mitchell
                        --- Withhold
                 1.4    Elect Director Joshua I. Smith ---
                        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposal
                 4      Declassify the Board of Directors     Against    Against


09/30/03 - A     Flextronics International Ltd.    Y2573F102                         None                 6,200
                 *FLEX*
                 1      Reelect Richard Sharp as Director     For        For
                 2a     Reelect James Davidson as Director    For        For
                 2b     Reelect Lip-Bu Tan as Director        For        For
                 3      Reelect Patrick Foley as Director     For        For
                 4      Reappoint Deloitte & Touche as        For        For
                        Auditors and Authorize Board to Fix
                        Their Remuneration
                 5      Amend 1997 Employee Share Purchase    For        For
                        Plan
                 6      Approve Issuance of Shares without    For        For
                        Preemptive Rights
                 7      Approve Nonexecutive Directors' Fees  For        For
                 8      Authorize Share Repurchase Program    For        For


08/11/03 - A     Forest Laboratories, Inc. *FRX*   345838106                         06/20/03             3,800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Howard Solomon ---
                        Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  Phillip  M.  Satow,   Kenneth  E.
                          Goodman,  and Howard  Solomon.  We recommend that
                          shareholders   WITHHOLD  votes  from  Phillip  M.
                          Satow for standing as an  affiliated  outsider on
                          the  Audit   Committee   and  Phillip  M.  Satow,
                          Kenneth  E.  Goodman,   and  Howard  Solomon  for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director William J. Candee,
                        III --- For
                 1.3    Elect Director George S. Cohan ---
                        For
                 1.4    Elect Director Dan L. Goldwasser
                        --- For
                 1.5    Elect Director Lester B. Salans,
                        M.D. --- For
                 1.6    Elect Director Kenneth E. Goodman
                        --- Withhold
                 1.7    Elect Director Phillip M. Satow ---
                        Withhold
                 2      Increase Authorized Common Stock      For        Against
                 3      Ratify Auditors                       For        For


09/22/03 - A     General Mills, Inc. *GIS*         370334104                         07/24/03             2,050
                 1      Elect Directors                       For        For
                 1.1    Elect Director Stephen R. Demeritt
                        --- For
                 1.2    Elect Director Livio D. DeSimone
                        --- For
                 1.3    Elect Director William T. Esrey ---
                        For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Judith Richards Hope
                        --- For
                 1.6    Elect Director Robert L. Johnson
                        --- For
                 1.7    Elect Director John M. Keenan ---
                        For
                 1.8    Elect Director Heidi G. Miller ---
                        For
                 1.9    Elect Director Hilda
                        Ochoa-Brillembourg --- For
                 1.10   Elect Director Stephen W. Sanger
                        --- For
                 1.11   Elect Director A. Michael Spence
                        --- For
                 1.12   Elect Director Dorothy A. Terrell
                        --- For
                 1.13   Elect Director Raymond G. Viault
                        --- For
                 1.14   Elect Director Paul S. Walsh --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For


08/28/03 - A     Medtronic, Inc. *MDT*             585055106                         07/03/03            12,650
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Richard H. Anderson
                        --- For
                 1.2    Elect Director Michael R.
                        Bonsignore --- For
                 1.3    Elect Director Gordon M. Sprenger
                        --- Withhold
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan


09/26/03 - A     National Semiconductor Corp.      637640103                         08/14/03             2,050
                 *NSM*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Brian L. Halla ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of Gary P. Arnold.  We recommend  that
                          shareholders  WITHHOLD  votes from Gary P. Arnold
                          for  standing  as an  affiliated  outsider on the
                          Audit and Nominating Committees.
                 1.2    Elect Director Steven R. Appleton
                        --- For
                 1.3    Elect Director Gary P. Arnold ---
                        Withhold
                 1.4    Elect Director Richard J. Danzig
                        --- For
                 1.5    Elect Director Robert J.
                        Frankenberg --- For
                 1.6    Elect Director E. Floyd Kvamme ---
                        For
                 1.7    Elect Director Modesto A. Maidique
                        --- For
                 1.8    Elect Director Edward R. Mccracken
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Employee Stock Purchase Plan  For        For


09/02/03 - A     Network Appliance, Inc. *NTAP*    64120L104                         07/07/03             3,890
                 1      Elect Directors                       For        For
                 1.1    Elect Director Daniel J.
                        Warmenhoven --- For
                 1.2    Elect Director Donald T. Valentine
                        --- For
                 1.3    Elect Director Sanjiv Ahuja --- For
                 1.4    Elect Director Carol A. Bartz ---
                        For
                 1.5    Elect Director Michael R. Hallman
                        --- For
                 1.6    Elect Director Nicholas G. Moore
                        --- For
                 1.7    Elect Director Dr. Sachio Semmoto
                        --- For
                 1.8    Elect Director Robert T. Wall ---
                        For
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For
                 5      Other Business                        For        Against


09/22/03 - A     Nike, Inc. *NKE*                  654106103                         07/25/03               900
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Thomas E. Clarke as
                        Class A Director --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions of John R.  Thompson,  Jr. and Richard
                          K.  Donahue.   We  recommend  that   shareholders
                          WITHHOLD  votes  from John R.  Thompson,  Jr. for
                          poor   attendance  and  Richard  K.  Donahue  for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 1.2    Elect Director Ralph D. DeNunzio as
                        Class A Director --- For
                 1.3    Elect Director Richard K. Donahue
                        as Class A Director --- Withhold
                 1.4    Elect Director Delbert J. Hayes as
                        Class A Director --- For
                 1.5    Elect Director Douglas G. Houser as
                        Class A Director --- For
                 1.6    Elect Director Jeanne P. Jackson as
                        Class A Director --- For
                 1.7    Elect Director Philip H. Knight as
                        Class A Director --- For
                 1.8    Elect Director Charles W. Robinson
                        as Class A Director --- For
                 1.9    Elect Director John R. Thompson,
                        Jr. as Class A Director --- Withhold
                 1.10   Elect Director Jill K. Conway as
                        Class B Director --- For
                 1.11   Elect Director Alan B. Graf, Jr. as
                        Class B Director --- For
                 1.12   Elect Director John E. Jaqua as
                        Class B Director --- For
                 1.13   Elect Director A. Michael Spence as
                        Class B Director --- For
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Ratify Auditors                       For        For


07/31/03 - A     Red Hat, Inc. *RHAT*              756577102                         06/02/03             2,700
                 1      Elect Directors                       For        Split
                 1.1    Elect Director F. Selby Wellman ---
                        Withhold
                          We recommend  that  shareholders  vote FOR Dr. W.
                          Steve   Albrecht,   but   WITHHOLD   votes   from
                          independent  outsider Dr. Marye Anne Fox for poor
                          attendance  and from  Audit  Committee  member F.
                          Selby  Wellman  for  paying  excessive  non-audit
                          fees.
                 1.2    Elect Director Dr. Marye Anne Fox
                        --- Withhold
                 1.3    Elect Director Dr. W. Steve
                        Albrecht --- For
                 2      Ratify Auditors                       For        Against


08/12/03 - A     THQ Inc. *THQI*                   872443403                         06/25/03             2,250
                 1      Elect Directors                       For        For
                 1.1    Elect Director Brian J. Farrell ---
                        For
                 1.2    Elect Director Lawrence Burstein
                        --- For
                 1.3    Elect Director Brian Dougherty ---
                        For
                 1.4    Elect Director James L. Whims ---
                        For
                 1.5    Elect Director L. Gregory Ballard
                        --- For
                 1.6    Elect Director Henry T. DeNero ---
                        For
                 2      Ratify Auditors                       For        For
                 3      Amend Stock Option Plan               For        For
                 4      Approve Option Exchange Program       For        For


07/31/03 - A     Tidewater Inc. *TDW*              886423102                         06/02/03             1,700
                 1      Elect Directors                       For        For


07/30/03 - A     Vodafone Group PLC                92857W100                         None                 5,400
                 1      Accept Financial Statements and       For        For
                        Statutory Reports
                 2      Approve Remuneration Report           For        For
                 3      Reelect Lord MacLaurin of Knebworth   For        For
                        as Director
                 4      Reelect Kenneth Hydon as Director     For        For
                 5      Reelect Thomas Geitner as Director    For        For
                 6      Reelect Alec Broers as Director       For        For
                 7      Reelect Juergen Schrempp as Director  For        For
                 8      Elect John Buchanan as Director       For        For
                 9      Approve Final Dividend of 0.8983      For        For
                        Pence Per Share
                 10     Ratify Deloitte and Touche as         For        For
                        Auditors
                 11     Authorize Board to Fix Remuneration   For        For
                        of Auditors
                 12     Authorize EU Political Donations up   For        For
                        to GBP 100,000
                 13     Authorize Issuance of Equity or       For        For
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of USD 900,000,000
                 14     Authorize Issuance of Equity or       For        For
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of USD 340,000,000
                 15     Authorize 6,800,000,000 Shares for    For        For
                        Share Repurchase Program


08/07/03 - A     Xilinx, Inc. *XLNX*               983919101                         06/09/03             4,470
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


07/22/03 - S     Zimmer Holdings Inc *ZMH*         98956P102                         06/16/03             3,200
                 1      Issue Shares in Connection with an    For        For
                        Acquisition





                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

LB GROWTH FUND (MERGED INTO THRIVENT LARGE CAP GROWTH FUND ON 7/17/2004)

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

12/18/03 - S     Allied Waste Industries, Inc.     019589308                         11/03/03             3,350
                 *AW*
                 1      Approve Conversion of Securities      For        For


12/18/03 - S     Apache Corp. *APA*                037411105                         10/29/03             2,392
                 1      Increase Authorized Common Stock      For        For


12/11/03 - A     AutoZone, Inc. *AZO*              053332102                         10/14/03               850
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/23/03 - A     Barr Laboratories, Inc. *BRL*     068306109                         09/02/03               850
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Bruce L. Downey ---
                        Withhold
                          WITHHOLD  votes from insider  Bruce L. Downey for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director Paul M. Bisaro ---
                        Withhold
                          WITHHOLD  votes from  insider  Paul M. Bisaro for
                          failure to  establish an  independent  nominating
                          committee.
                 1.3    Elect Director Carole S. Ben-Maimon
                        --- Withhold
                          WITHHOLD votes from insider Carole S.  Ben-Maimon
                          for   failure   to   establish   an   independent
                          nominating committee.
                 1.4    Elect Director George P. Stephan
                        --- For
                 1.5    Elect Director Jack M. Kay --- For
                 1.6    Elect Director Harold N. Chefitz
                        --- For
                 1.7    Elect Director Richard R. Frankovic
                        --- For
                 1.8    Elect Director Peter R. Seaver ---
                        For
                 1.9    Elect Director James S. Gilmore,
                        III --- For
                 2      Change State of Incorporation from    For        For
                        New York to Delaware
                 3      Increase Authorized Common Stock      For        For


11/12/03 - S     Biogen IDEC Inc *BIIB*            449370105                         09/25/03             2,400
                 1      Approve Merger Agreement              For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan
                 5      Adjourn Meeting                       For        Against


10/06/03 - S     Boston Scientific Corp. *BSX*     101137107                         08/27/03             3,700
                 1      Increase Authorized Common Stock      For        For


11/05/03 - A     Cardinal Health, Inc. *CAH*       14149Y108                         09/08/03             2,565
                 1      Elect Directors                       For        For


10/28/03 - S     First Data Corp. *FDC*            319963104                         09/08/03            10,450
                 1      Approve Merger Agreement              For        For


11/25/03 - A     Fox Entertainment Group, Inc.     35138T107                         09/29/03             3,250
                 *FOX*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director K. Rupert Murdoch,
                        AC --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of insiders Lachlan K. Murdoch,  Arthur
                          M. Siskind,  David F. DeVoe,  Peter Chernin,  and
                          K.  Rupert   Murdoch,   AC.  We  recommend   that
                          shareholders   WITHHOLD  votes  from  Lachlan  K.
                          Murdoch,  Arthur M.  Siskind  and David F.  DeVoe
                          for   failure   to   establish   an   independent
                          nominating  committee.  We  also  recommend  that
                          shareholders  WITHHOLD  votes from Peter  Chernin
                          and K. Rupert  Murdoch  for  standing as insiders
                          on the Compensation  Committee and for failure to
                          establish an independent nominating committee.
                 1.2    Elect Director Peter Chernin ---
                        Withhold
                 1.3    Elect Director David F. DeVoe ---
                        Withhold
                 1.4    Elect Director Arthur M. Siskind
                        --- Withhold
                 1.5    Elect Director Lachlan K. Murdoch
                        --- Withhold
                 1.6    Elect Director Christos M. Cotsakos
                        --- For
                 1.7    Elect Director Thomas W. Jones ---
                        For
                 1.8    Elect Director Peter Powers --- For
                 2      Ratify Auditors                       For        For


10/03/03 - WC    General Motors Corp. *GM*         370442105                         08/01/03             2,400
                 1      Amend Articles                        For        For
                 2      Amend Articles                        For        For
                 3      Approve Hughes Split-Off              For        For
                 4      Approve GM/News Stock Sale            For        For
                 5      Approve News Stock Acquisition        For        For
                 6      Amend Articles                        For        For


11/05/03 - A     KLA-Tencor Corp. *KLAC*           482480100                         09/15/03             1,100
                 1.a    Elect Director H. Raymond Bingham     For        For
                 1.b    Elect Director Robert T. Bond         For        For
                 1.c    Elect Director Richard J. Elkus, Jr.  For        For
                 1.d    Elect Director Michael E. Marks       For        For
                 2      Ratify Auditors                       For        For


11/05/03 - A     Linear Technology Corp. *LLTC*    535678106                         09/08/03             4,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Robert H. Swanson,
                        Jr. --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of insider  Robert H.  Swanson,  Jr. We
                          recommend that  shareholders  WITHHOLD votes from
                          Robert H. Swanson,  Jr., for failure to establish
                          an independent nominating committee.
                 1.2    Elect Director David S. Lee --- For
                 1.3    Elect Director Leo T. McCarthy ---
                        For
                 1.4    Elect Director Richard M. Moley ---
                        For
                 1.5    Elect Director Thomas S. Volpe ---
                        For
                 2      Ratify Auditors                       For        For


11/13/03 - A     Maxim Integrated Products, Inc.   57772K101                         09/15/03             4,250
                 *MXIM*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director James R. Bergman ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  John  F.  Gifford,  from  whom  we
                          recommend   shareholders   WITHHOLD   votes   for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director John F. Gifford ---
                        Withhold
                 1.3    Elect Director B. Kipling Hagopian
                        --- For
                 1.4    Elect Director M. D. Sampels --- For
                 1.5    Elect Director A. R. Frank Wazzan
                        --- For
                 2      Amend Stock Option Plan               For        Against
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


11/21/03 - A     Micron Technology, Inc. *MU*      595112103                         09/22/03             5,550
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Stock Option Plan               For        For
                 4      Ratify Auditors                       For        For


11/11/03 - A     Microsoft Corp. *MSFT*            594918104                         09/12/03            58,550
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William H. Gates,
                        III --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of Jon A.  Shirley.  We recommend  that
                          shareholders  WITHHOLD  votes from Jon A. Shirley
                          for  standing  as an  affiliated  outsider on the
                          Audit Committee.
                 1.2    Elect Director Steven A. Ballmer
                        --- For
                 1.3    Elect Director James I. Cash, Jr.,
                        Ph.D. --- For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Ann McLaughlin
                        Korologos --- For
                 1.6    Elect Director David F. Marquardt
                        --- For
                 1.7    Elect Director Charles H. Noski ---
                        For
                 1.8    Elect Director Dr. Helmut Panke ---
                        For
                 1.9    Elect Director Wm. G. Reed, Jr. ---
                        For
                 1.10   Elect Director Jon A. Shirley ---
                        Withhold
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Non-Employee Director Stock     For        For
                        Option Plan
                        Shareholder Proposal
                 4      Refrain from Giving Charitable        Against    Against
                        Contributions


12/16/03 - A     Network Associates, Inc. *NET*    640938106                         11/13/03             2,450
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Amend Non-Employee Director Stock     For        Against
                        Option Plan
                 4      Amend Employee Stock Purchase Plan    For        For
                 5      Ratify Auditors                       For        For


10/13/03 - A     Oracle Corp. *ORCL*               68389X105                         08/21/03            35,070
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For
                 4      Amend Non-Employee Director Omnibus   For        For
                        Stock Plan
                        Shareholder Proposal
                 5      Implement China Principles            Against    Against


10/02/03 - A     Paychex, Inc. *PAYX*              704326107                         08/04/03             4,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director B. Thomas Golisano
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Joseph  M.
                          Tucci,  J.  Robert  Sebo,  G.  Thomas  Clark  and
                          insider B. Thomas  Golisano.  We  recommend  that
                          shareholders   WITHHOLD   votes  from  G.  Thomas
                          Clark,  Joseph M. Tucci,  B. Thomas  Golisano and
                          J.  Robert  Sebo  for  failure  to  establish  an
                          independent   nominating   committee   and   from
                          G.Thomas  Clark  for  standing  as an  affiliated
                          outsider  on the Audit  Committee  and  Joseph M.
                          Tucci for standing as an  affiliated  outsider on
                          the Compensation committee.
                 1.2    Elect Director Betsy S. Atkins ---
                        For
                 1.3    Elect Director G. Thomas Clark ---
                        Withhold
                 1.4    Elect Director David J. S. Flaschen
                        --- For
                 1.5    Elect Director Phillip Horsley ---
                        For
                 1.6    Elect Director Grant M. Inman ---
                        For
                 1.7    Elect Director J. Robert Sebo ---
                        Withhold
                 1.8    Elect Director Joseph M. Tucci ---
                        Withhold


11/13/03 - A     Sun Microsystems, Inc. *SUNW*     866810104                         09/15/03            13,250
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposal
                 4      Implement China Principles            Against    Against


11/07/03 - A     SYSCO Corporation *SYY*           871829107                         09/09/03             3,750
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Jonathan Golden as
                        Class II Director --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Richard J.  Schnieders,  Thomas E.
                          Lankford,  and Jonathan Golden. We recommend that
                          shareholders   WITHHOLD  votes  from  Richard  J.
                          Schnieders,  Thomas  E.  Lankford,  and  Jonathan
                          Golden  for  failure  to  implement  proposal  to
                          declassify the company's board.
                 1.2    Elect Director Joseph A. Hafner,
                        Jr. as Class II Director --- For
                 1.3    Elect Director Thomas E. Lankford
                        as Class II Director --- Withhold
                 1.4    Elect Director Richard J.
                        Schnieders as Class II Director ---
                        Withhold
                 1.5    Elect Director John K.
                        Stubblefield, Jr. as Class III
                        Director --- For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        Against
                        Shareholder Proposal
                 4      Report on the Impact of Genetically   Against    Abstain
                        Engineered Products


10/27/03 - S     Teva Pharmaceutical Industries    881624209                         09/18/03             3,850
                 1      Elect G. Shalev as an External        For        For
                        Director
                 2      Approve Increase in Remuneration of   For        For
                        Directors other than the Chairman


10/14/03 - A     The Procter & Gamble Company      742718109                         08/01/03             5,200
                 *PG*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan
                        Shareholder Proposals
                 4      Declassify the Board of Directors     Against    Against
                 5      Label Genetically Engineered Foods    Against    Against





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

LB GROWTH FUND (MERGED INTO THRIVENT LARGE CAP GROWTH FUND ON 7/17/2004)

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/02/04 - A     ADC Telecommunications, Inc.      000886101                         01/07/04            18,100
                 *ADCT*
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Increase Authorized Common Stock      For        For
                 4      Ratify Auditors                       For        For


03/22/04 - A     AdvancePCS                        00790K109                         02/05/04             1,450
                 1      Approve Merger Agreement              For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director T. Danny Phillips
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  Jean-Pierre  Millon  and T. Danny
                          Phillips.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Jean-Pierre  Millon and T.
                          Danny   Phillips  for  failure  to  establish  an
                          independent nominating committee.
                 2.2    Elect Director Dr. George Poste ---
                        For
                 2.3    Elect Director Jean-Pierre Millon
                        --- Withhold
                 3      Approve Omnibus Stock Plan            For        For
                 4      Amend Articles                        For        For
                 5      Ratify Auditors                       For        For
                 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.


03/09/04 - A     Analog Devices, Inc. *ADI*        032654105                         01/16/04             6,050
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


03/24/04 - A     Applied Materials, Inc. *AMAT*    038222105                         01/30/04            21,200
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For


01/22/04 - A     BJ Services Company *BJS*         055482103                         12/05/03             2,850
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Foreign Operations Risk     Against    Against


01/29/04 - A     Costco Wholesale Corporation      22160K105                         12/05/03             2,350
                 *COST*
                 1      Elect Directors                       For        For
                        Shareholder Proposals
                 2      Declassify the Board of Directors     Against    Against
                 3      Develop Land Procurement Policy       Against    Against
                        Management Proposal
                 4      Ratify Auditors                       For        For


02/03/04 - A     Emerson Electric Co. *EMR*        291011104                         11/24/03             1,050
                 1      Elect Directors                       For        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      Ratify Auditors                       For        For


03/17/04 - A     Hewlett-Packard Co. *HPQ*         428236103                         01/20/04             7,534
                 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
                 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  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.


01/13/04 - A     Jabil Circuit, Inc. *JBL*         466313103                         11/14/03             3,550
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Ratify Auditors                       For        For


01/28/04 - A     Johnson Controls, Inc. *JCI*      478366107                         11/20/03               950
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert L. Barnett
                        --- For
                 1.2    Elect Director Willie D. Davis ---
                        For
                 1.3    Elect Director Jeffrey A. Joerres
                        --- For
                 1.4    Elect Director Richard F. Teerlink
                        --- For
                 2      Ratify Auditors                       For        For
                 3      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.
                 4      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.
                 5      Approve Non-Employee Director Stock   For        For
                        Option Plan
                          The  total  cost of the  company's  plans of 3.20
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.
                 6      Amend Restricted Stock Plan           For        For
                          The  total  cost of the  company's  plans of 3.58
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.


02/18/04 - A     Lucent Technologies Inc. *LU*     549463107                         12/22/03            29,500
                 1      Elect Directors                       For        For
                 1.1    Elect Director Karl J. Krapek ---
                        For
                 1.2    Elect Director Patricia F. Russo
                        --- For
                 1.3    Elect Director Henry B. Schacht ---
                        For
                 1.4    Elect Director Franklin A. Thomas
                        --- For
                 2      Declassify the Board of Directors     For        Against
                        and Amend Director Removal Provision
                 3      Approve Non-Employee Director         For        For
                        Omnibus Stock Plan
                          The  total  cost of the  company's  plans of 3.28
                          percent  is  within  the  allowable  cap for this
                          company  of  10.90  percent.  Additionally,  this
                          plan expressly forbids repricing.
                 4      Approve Reverse Stock Split           For        For
                          Since there will not be an effective  increase in
                          the   common   stock   authorized   due   to  the
                          proportionate   reduction,   we  recommend   that
                          shareholders consent to this item.
                        Shareholder Proposals
                 5      Submit Severance Agreement            Against    For
                        (Change-in-Control) to Shareholder
                        Vote
                          We  generally  support the  submission  of golden
                          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 other  companies.  We believe
                          that a company's  parachute  provisions should be
                          reasonable   and   not   excessive.           The
                          ceiling  set by the  proponent  at 2.99 times the
                          sum of an  executive's  base  salary and bonus is
                          widely  considered  as  the  standard   threshold
                          level of  severance  remuneration  for  corporate
                          executives.  Moreover,  as stated by the company,
                          its current  severance  agreements  are below the
                          standard  threshold  level. As such, the adoption
                          of the proposed  policy would have minimum impact
                          on  the  company   currently   but  ensures  good
                          corporate   governance   for  future   employment
                          contracts. Therefore, we support this proposal.
                 6      Prohibit Awards to Executives         Against    Against
                          We believe that top five  compensation  should be
                          linked  to  the  company's  performance.  If  the
                          company   has   met  or   exceeded   the   target
                          performance    level,    executives   should   be
                          remunerated for their efforts.  Discontinuing all
                          rights,  options or SARs  under an expired  stock
                          plan does not resolve the disconnect  between pay
                          and performance.  In fact, companies can continue
                          to  grant  rights,   options  or  SARs  under  an
                          existing plan. Therefore,  we do not support this
                          proposal.


03/25/04 - A     Nokia Corp.                       654902204                         01/30/04               550
                        Meeting for Holders of ADRs
                 1      APPROVAL OF THE INCOME STATEMENTS     For        For
                        AND THE BALANCE SHEETS.
                 2      APPROVAL OF A DIVIDEND OF EUR 0.30    For        For
                        PER SHARE.
                 3      APPROVAL OF THE DISCHARGE OF THE      For        For
                        CHAIRMAN, THE MEMBERS OF THE BOARD
                        OF DIRECTORS AND THE PRESIDENT FROM
                        LIABILITY.
                 4      Elect Directors                       For        For
                 5      Ratify Auditors                       For        For
                 6      APPROVAL OF THE PROPOSAL OF THE       For        For
                        BOARD TO REDUCE THE SHARE CAPITAL
                        THROUGH CANCELLATION OF NOKIA
                        SHARES HELD BY THE COMPANY
                 7      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO INCREASE THE SHARE
                        CAPITAL OF THE COMPANY.
                 8      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO REPURCHASE NOKIA
                        SHARES.
                 9      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO DISPOSE NOKIA SHARES
                        HELD BY THE COMPANY.
                 10     APPROVAL OF THE PROPOSAL OF THE       For        For
                        BOARD TO INCREASE THE CAPITAL OF
                        THE FOUNDATION OF NOKIA CORPORATION.
                 11     MARK THE FOR BOX IF YOU WISH TO       None       Against
                        INSTRUCT THE DEPOSITARY TO GIVE A
                        PROXY TO ANY ONE OF MARIANNA
                        UOTINEN-TARKOMA, ESA KAUNISTOLA,
                        BOTH LEGAL COUNSELS OF NOKIA
                        CORPORATION, TO AUTHORIZE ANY OF
                        THEM (WITH FULL POWER OF
                        SUBSTITUTION) TO VOTE, IN THEIR
                        DISCR


03/25/04 - A     PeopleSoft, Inc. *PSFT*           712713106                         02/10/04             2,050
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Expense Stock Options                 Against    For


03/02/04 - A     QUALCOMM Inc. *QCOM*              747525103                         01/02/04               200
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Adelia A. Coffman
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Adelia  A.
                          Coffman. We recommend that shareholders  WITHHOLD
                          votes from Adelia A.  Coffman for  standing as an
                          affiliated    outsider    on   the    Audit   and
                          Compensation committees.
                 1.2    Elect Director Raymond V. Dittamore
                        --- For
                 1.3    Elect Director Irwin Mark Jacobs
                        --- For
                 1.4    Elect Director Richard Sulpizio ---
                        For
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For
                 4      Declassify the Board of Directors     Against    For


03/31/04 - A     The Goldman Sachs Group, Inc.     38141G104                         02/02/04             3,850
                 *GS*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Declassify the Board of Directors     Against    Against


03/03/04 - A     The Walt Disney Company *DIS*     254687106                         01/16/04             4,950
                 1      Elect Directors                       For        Split
                 1.1    Elect Director John E. Bryson ---
                        For
                          At the end of the day,  all  roads  lead  back to
                          Eisner.  For 20 years Disney's revolving door for
                          board   members  and   management   has  had  one
                          constant ' Mr. Eisner.  The boardroom battles and
                          management   departures,   which   pre-date   the
                          Disney/Gold    campaign,    are    disappointing,
                          expensive,  distracting,  and  not  in  the  best
                          interest  of  shareholders.  If there were ever a
                          case for  separating  the roles of  Chairman  and
                          CEO,  this  company  is the  poster  child.  Were
                          there a  shareholder  proposal  on the  ballot to
                          separate  those roles,  we would  support it. The
                          withhold  vote  recommendation  on Mr.  Eisner is
                          meant as a signal  to try a  little  harder,  not
                          just on paper.  The  structural  changes  adopted
                          recently  at Disney are too new and too  untested
                          for   investors  to  know  whether   they'll  get
                          traction over time. We believe that  shareholders
                          will be best served by cracking  opening the door
                          to the boardroom.  In a year's time, we'll have a
                          better  idea if the  recent  reforms  have  taken
                          hold. If not,  shareholders may be best served by
                          boardroom  change.        ISS  recommends  a vote
                          FOR  the  directors  with  the  exception  of Mr.
                          Eisner for whom we recommend a WITHHOLD vote.
                 1.2    Elect Director John S. Chen --- For
                 1.3    Elect Director Michael D. Eisner
                        --- Withhold
                 1.4    Elect Director Judith L. Estrin ---
                        For
                 1.5    Elect Director Robert A. Iger ---
                        For
                 1.6    Elect Director Aylwin B. Lewis ---
                        For
                 1.7    Elect Director Monica C. Lozano ---
                        For
                 1.8    Elect Director Robert W.
                        Matschullat --- For
                 1.9    Elect Director George J. Mitchell
                        --- For
                 1.10   Elect Director Leo J. O'Donovan,
                        S.J. --- For
                 1.11   Elect Director Gary L. Wilson ---
                        For
                 2      Ratify Auditors                       For        For
                 3      China Principles                      Against    Against
                 4      Report on Supplier Labor Standards    Against    Against
                        in China
                 5      Report on Amusement Park Safety       Against    Abstain


03/25/04 - A     Tyco International Ltd. *TYC*     902124106                         03/25/04             5,850
                        Meeting for Holders of ADRs
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      ADOPTION OF THE AMENDED AND           For        For
                        RESTATED BYE-LAWS.
                 4      APPROVAL OF TYCO 2004 STOCK AND       For        For
                        INCENTIVE PLAN.
                 5      SHAREHOLDER PROPOSAL REGARDING        For        For
                        ENVIRONMENTAL REPORTING.
                 6      SHAREHOLDER PROPOSAL TO CHANGE TYCO   Against    Against
                        S JURISDICTION OF INCORPORATION
                        FROM BERMUDA TO A U.S. STATE.
                 7      SHAREHOLDER PROPOSAL ON COMMON        Against    Against
                        SENSE EXECUTIVE COMPENSATION.


01/14/04 - A     Walgreen Co. *WAG*                931422109                         11/17/03             7,690
                 1      Elect Directors                       For        For
                 1.1    Elect Director David W. Bernauer
                        --- For
                 1.2    Elect Director William C. Foote ---
                        For
                 1.3    Elect Director James J. Howard ---
                        For
                 1.4    Elect Director Alan G. McNally ---
                        For
                 1.5    Elect Director Cordell Reed --- For
                 1.6    Elect Director Jeffrey A. Rein ---
                        For
                 1.7    Elect Director David Y. Schwartz
                        --- For
                 1.8    Elect Director John B. Schwemm ---
                        For
                 1.9    Elect Director Marilou M. von
                        Ferstel --- For
                 1.10   Elect Director Charles R. Walgreen
                        III --- For
                 2      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan
                          The total cost of the company's plans,  including
                          the amended  and  restated  nonemployee  director
                          stock  plan  and  other  ongoing  plans,  of 7.70
                          percent  is  above  the  allowable  cap for  this
                          company of 5.13 percent.





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

LB GROWTH FUND (MERGED INTO THRIVENT LARGE CAP GROWTH FUND ON 7/17/2004)

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

05/11/04 - A     3M CO *MMM*                      88579Y101                          03/12/04             5,150
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward A. Brennan
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of insider W.  James  McNerney,  Jr.
                          and  independent  outsiders  Kevin W. Sharer and
                          Edward   A.   Brennan.    We   recommend    that
                          shareholders   WITHHOLD   votes  from  W.  James
                          McNerney,  Jr.,  Kevin W. Sharer,  and Edward A.
                          Brennan for failure to  implement  the  proposal
                          to  submit  the  company's   poison  pill  to  a
                          shareholder vote.
                 1.2   Elect Director Michael L. Eskew ---
                       For
                 1.3   Elect Director W. James McNerney,
                       Jr. --- Withhold
                 1.4   Elect Director Kevin W. Sharer ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/23/04 - A     Abbott Laboratories *ABT*        002824100                          02/25/04             4,860
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Drug Pricing                          Against    Against                ShrHoldr
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


05/20/04 - A     Abercrombie & Fitch Co. *ANF*    002896207                          03/26/04             3,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John A. Golden ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  insider  Seth  R.   Johnson.   We
                          recommend that shareholders  WITHHOLD votes from
                          Seth R.  Johnson  for  failure  to  establish  a
                          majority independent board.
                 1.2   Elect Director Seth R. Johnson ---
                       Withhold
                 1.3   Elect Director Edward F. Limato ---
                       For


05/20/04 - A     Advanced Fibre Communications,   00754A105                          03/23/04             3,350
                 Inc. *AFCI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     Aetna Inc. *AET*                 00817Y108                          02/27/04             1,700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Betsy Z. Cohen ---
                       For
                 1.2   Elect Director Barbara Hackman
                       Franklin --- For
                 1.3   Elect Director Jeffrey E. Garten
                       --- For
                 1.4   Elect Director Earl G. Graves ---
                       For
                 1.5   Elect Director Gerald Greenwald ---
                       For
                 1.6   Elect Director Ellen M. Hancock ---
                       For
                 1.7   Elect Director Michael H. Jordan
                       --- For
                 1.8   Elect Director Jack D. Kuehler ---
                       For
                 1.9   Elect Director Edward J. Ludwig ---
                       For
                 1.10  Elect Director Joseph P. Newhouse
                       --- For
                 1.11  Elect Director Judith Rodin --- For
                 1.12  Elect Director John W. Rowe, M.D.
                       --- For
                 1.13  Elect Director Ronald A. Williams
                       --- For
                 1.14  Elect Director R. David Yost --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  believe  that  the  Compensation  Committee,
                          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,
                          we believe this proposal is too restrictive,  as
                          it  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.


04/22/04 - A     Alcan Inc. *AL.*                 013716105                          03/03/04             1,950
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director R. Berger ---
                       Withhold
                          We recommend  withholding  votes from Mr. Berger
                          due to his poor board meeting attendance.
                 1.2   Elect Director L.D. Desautels ---
                       For
                 1.3   Elect Director T. Engen --- For
                 1.4   Elect Director L.Y. Fortier --- For
                 1.5   Elect Director J.P. Jacamon --- For
                 1.6   Elect Director W.R. Loomis --- For
                 1.7   Elect Director Y. Mansion --- For
                 1.8   Elect Director C. Morin-Postel ---
                       For
                 1.9   Elect Director J.E. Newall --- For
                 1.10  Elect Director G. Saint-Pierre ---
                       For
                 1.11  Elect Director G. Schulmeyer --- For
                 1.12  Elect Director P.M. Tellier --- For
                 1.13  Elect Director M.K. Wong --- For
                 2     Approve Auditors and Authorize        For        For                    Mgmt
                       Board to Fix Remuneration of
                       Auditors


04/28/04 - A     Allergan, Inc. *AGN*             018490102                          03/08/04             1,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Handel E. Evans ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Gavin  S.
                          Herbert,  from  whom we  recommend  shareholders
                          WITHHOLD  votes for  standing  as an  affiliated
                          outsider on the Audit Committee.
                 1.2   Elect Director Michael R. Gallagher
                       --- For
                 1.3   Elect Director Gavin S. Herbert ---
                       Withhold
                 1.4   Elect Director Stephen J. Ryan ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/11/04 - A     Altera Corp. *ALTR*              021441100                          03/16/04             5,350
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John P. Daane --- For
                 1.2   Elect Director Robert W. Reed ---
                       For
                 1.3   Elect Director Charles M. Clough
                       --- For
                 1.4   Elect Director Robert J. Finocchio
                       Jr --- For
                 1.5   Elect Director Kevin Mcgarity ---
                       For
                 1.6   Elect Director Paul Newhagen --- For
                 1.7   Elect Director William E. Terry ---
                       For
                 1.8   Elect Director Susan Wang --- For
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Approve Option Expensing              Against    For                    ShrHoldr
                          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.  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.


04/29/04 - A     Altria Group, Inc. *MO*          02209S103                          03/08/04             3,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Product Warnings for        Against    Against                ShrHoldr
                       Pregnant Women
                 4     Report on Health Risks Associated     Against    Against                ShrHoldr
                       with Cigarette Filters
                 5     Political Contributions/Activities    Against    Against                ShrHoldr
                 6     Cease Use of Light and Ultra Light    Against    Against                ShrHoldr
                       in Cigarette Marketing
                 7     Place Canadian Style Warnings on      Against    Against                ShrHoldr
                       Cigarette Packaging
                 8     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/25/04 - A     Amazon.com, Inc. *AMZN*          023135106                          03/29/04             3,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeffrey P. Bezos ---
                       For
                 1.2   Elect Director Tom A. Alberg --- For
                 1.3   Elect Director L. John Doerr --- For
                 1.4   Elect Director William B. Gordon
                       --- For
                 1.5   Elect Director Myrtle S. Potter ---
                       For
                 1.6   Elect Director Thomas O. Ryder ---
                       For
                 1.7   Elect Director Patricia Q.
                       Stonesifer --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          In this case,  we note that in 2002 the  company
                          switched  to a  restricted  stock unit  program,
                          with   awards   issued   under  the  1997  Stock
                          Incentive  Plan. Such awards are to serve as the
                          primary   vehicle   for   employee   stock-based
                          compensation.  Management states that, under the
                          program,   the  committee   has   discretion  in
                          determining   the  criteria  for  the  granting,
                          vesting,   or  forfeiture  of  restricted  stock
                          units,  which may include  performance  goals or
                          may  be  based  on   other   factors,   such  as
                          continued  employment.          While we support
                          certain   features  of  the   restricted   stock
                          proposal,  such  as  granting  restricted  stock
                          based on  achievement  of  performance  criteria
                          and  benchmarks,  we  believe  the  proposal  is
                          restrictive  given the fact  that the  proponent
                          asks  for a  complete  substitution  of  options
                          with restricted stock.


04/26/04 - A     American Express Co. *AXP*       025816109                          02/27/04             6,250
                 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,  we take 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 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.


05/19/04 - A     American International Group,    026874107                          03/26/04            10,900
                 Inc. *AIG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Divest from Tobacco Equities          Against    Against                ShrHoldr
                 7     Link Executive Compensation to        Against    Against                ShrHoldr
                       Predatory Lending


05/13/04 - A     Amgen, Inc. *AMGN*               031162100                          03/19/04            15,550
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank J. Biondi, Jr.
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Jerry  D.
                          Choate. We recommend that shareholders  WITHHOLD
                          votes from Jerry D.  Choate for  standing  as an
                          affiliated    outsider    on   the   Audit   and
                          Compensation committees.
                 1.2   Elect Director Jerry D. Choate ---
                       Withhold
                 1.3   Elect Director Frank C. Herringer
                       --- For
                 1.4   Elect Director Gilbert S. Omenn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Prepare Glass Ceiling Report          Against    Abstain                ShrHoldr
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


04/28/04 - A     Anheuser-Busch Companies, Inc.   035229103                          03/01/04             2,500
                 *BUD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Anthem Inc. *ATH*                03674B104                          03/19/04               850
                 1     Elect Directors                       For        For                    Mgmt


06/28/04 - S     Anthem Inc. *ATH*                03674B104                          05/10/04               650
                 1     Issue Shares in Connection with an    For        For                    Mgmt
                       Acquisition
                 2     Change Company Name                   For        For                    Mgmt


05/06/04 - A     Apache Corp. *APA*               037411105                          03/17/04             2,734
                 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    Against                ShrHoldr


04/22/04 - A     Apple Computer, Inc. *AAPL*      037833100                          02/24/04             2,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr


05/06/04 - A     Avon Products, Inc. *AVP*        054303102                          03/15/04             1,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Report on Feasibility of Removing     Against    Against                ShrHoldr
                       Parabens from Company Products
                 6     Report on Feasibility of Removing     Against    Against                ShrHoldr
                       Dibutyl Phthalate from Company
                       Products


04/28/04 - A     Baker Hughes Incorporated        057224107                          03/03/04             2,200
                 *BHI*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Edward P. Djerejian
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes  from   independent   outsiders
                          Charles  L.  Watson,  H. John  Riley,  Jr.,  and
                          Edward P.  Djerejian  for  failure to  implement
                          the board declassification proposal.
                 1.2   Elect Director H. John Riley, Jr.
                       --- Withhold
                 1.3   Elect Director Charles L. Watson
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Baker Hughes does not have a rights  plan.  Last
                          year the board  adopted a policy that any future
                          poison  pill must be  ratified  by  shareholders
                          either at the time of  adoption  or, if  advised
                          by a committee of independent directors,  within
                          a year of  adoption  or else the pill  will then
                          expire.  We believe  that such a policy  strikes
                          an  appropriate   balance  between  the  board's
                          exercise  of its  fiduciary  duty and the rights
                          of  shareholders to ensure that a future pill is
                          not used in an abusive fashion.


05/26/04 - A     Bank of America Corp. *BAC*      060505104                          04/07/04             1,527
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William Barnet, III
                       --- For
                 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 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
                 6     Establish Independent Committee to    Against    Against                ShrHoldr
                       Review Mutual Fund Policy
                          In  view  of  the  company's   efforts  and  the
                          disclosure  expected  with the final  settlement
                          agreement,  we do not support  this  proposal at
                          this time.
                 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.


06/11/04 - A     BEA Systems, Inc. *BEAS*         073325102                          04/30/04             4,450
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dean O. Morton ---
                       Withhold
                          We   recommend  a  vote  FOR  George  Reyes  but
                          WITHHOLD  votes from  independent  outsider Dean
                          O.  Morton.   We  recommend  that   shareholders
                          WITHHOLD votes from Audit Committee  member Dean
                          O. Morton for paying excessive non-audit fees.
                 1.2   Elect Director George Reyes --- For
                 2     Ratify Auditors                       For        Against                Mgmt
                          In this  case,  75.67  percent of the total fees
                          paid  to  the   auditor   is   attributable   to
                          non-audit  work.  This notably  disproportionate
                          fee arrangement could  significantly  impair the
                          auditor's independence.


06/24/04 - A     Best Buy Co., Inc. *BBY*         086516101                          04/26/04             6,225
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


06/16/04 - A     BIOGEN IDEC INC *BIIB*           09062X103                          04/20/04             1,750
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Boston Scientific Corp. *BSX*    101137107                          03/19/04            12,650
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Broadcom Corp. *BRCM*            111320107                          03/05/04             2,633
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 63.26
                          percent  is  above  the  allowable  cap for this
                          company  of 12.40  percent.  Additionally,  this
                          company  has  repriced  stock  options   without
                          shareholder  approval  in  the  past.  The  plan
                          allows  repricing of  underwater  stock  options
                          without shareholder  approval,  which we believe
                          reduces the incentive value of the plan.
                 3     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Burlington Resources Inc. *BR*   122014103                          02/23/04             1,150
                 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
                 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


04/29/04 - A     Capital One Financial Corp.      14040H105                          02/29/04             2,400
                 *COF*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/21/04 - A     Career Education Corp. *CECO*    141665109                          03/23/04             1,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Caremark Rx, Inc. *CMX*          141705103                          04/01/04             4,983
                 1     Elect Directors                       For        For                    Mgmt


04/14/04 - A     Caterpillar Inc. *CAT*           149123101                          02/17/04             2,150
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Although we commend  the  company for  approving
                          the  TIDE  provision  to  the  company's  rights
                          plan,  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.
                 5     Report on Equipment Sales to Israel   Against    Against                ShrHoldr
                          In  this  case,  we  agree  with  the  company's
                          statement on the issue.  While we recommend that
                          Caterpillar  continuously  review  the risks and
                          opportunities  associated  with each market that
                          the  company  operates  in,  it would be  overly
                          burdensome  and  potentially  costly to  monitor
                          and  respond  to issues  resulting  from the end
                          use of the company's products.  Further, we note
                          that Caterpillar  complies with current laws and
                          regulations regarding international  operations.
                          Additionally,    we   agree   that    government
                          officials and  organizations  can better address
                          the political aspects of this proposal,  and may
                          represent  a more  appropriate  forum  for these
                          concerns.   As   such,   we  do  not   recommend
                          shareholder  support  for this  proposal at this
                          time.
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/20/04 - A     Cendant Corporation *CD*         151313103                          02/23/04             6,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                       Shareholder Proposals
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


05/13/04 - A     Cephalon, Inc. *CEPH*            156708109                          03/18/04               350
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank Baldino, Jr.,
                       Ph.D. --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Martyn  D.
                          Greenacre,  from whom we recommend  shareholders
                          WITHHOLD  votes for  standing  as an  affiliated
                          outsider on the Nominating Committee.
                 1.2   Elect Director William P. Egan ---
                       For
                 1.3   Elect Director Robert J. Feeney,
                       Ph.D. --- For
                 1.4   Elect Director Martyn D. Greenacre
                       --- Withhold
                 1.5   Elect Director Charles A. Sanders,
                       M.D. --- For
                 1.6   Elect Director Gail R. Wilensky,
                       Ph.D. --- For
                 1.7   Elect Director Dennis L. Winger ---
                       For
                 1.8   Elect Director Horst Witzel,
                       Dr.-Ing. --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


06/04/04 - A     Chesapeake Energy Corp. *CHK*    165167107                          04/08/04             1,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Increase Authorized Preferred Stock   For        For                    Mgmt


04/20/04 - A     Citigroup Inc. *C*               172967101                          02/27/04            16,146
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We feel 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.  While
                          we are concerned  that certain  companies  award
                          compensation  packages without  consideration of
                          performance  hurdles,   being  unable  to  issue
                          stock   options   could  hinder  the   company's
                          ability   to  attract   and   retain   competent
                          executive   officers.   As  such,  we  recommend
                          shareholders oppose this request.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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


04/28/04 - A     Clear Channel Communications,    184502102                          03/08/04             5,950
                 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


06/23/04 - A/S   Cognos Inc. *CSN.*               19244C109                          04/26/04             3,050
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Ernst & Young LLP as Auditors  For        For                    Mgmt
                 3     Amend 2003 - 2008 Stock Option Plan   For        For                    Mgmt
                 4     Eliminate Class of Preferred Stock    For        For                    Mgmt


06/15/04 - A     Comverse Technology, Inc.        205862402                          04/27/04             6,250
                 *CMVT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Corning Inc. *GLW*               219350105                          03/01/04            11,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeremy R. Knowles
                       --- For
                 1.2   Elect Director Eugene C. Sit --- For
                 1.3   Elect Director William D. Smithburg
                       --- For
                 1.4   Elect Director Hansel E. Tookes II
                       --- For
                 1.5   Elect Director Wendell P. Weeks ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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  other
                          companies.  Accordingly,  we  believe  that this
                          proposal warrants shareholder support.


06/16/04 - A     Countrywide Financial Corp.      222372104                          04/19/04             2,475
                 *CFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/18/04 - A     Cox Communications, Inc. *COX*   224044107                          03/19/04             2,250
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director G. Dennis Berry ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsider  Andrew J.
                          Young, and insiders James O. Robbins,  Robert C.
                          O'Leary,  James C. Kennedy, and G. Dennis Berry.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Andrew J.  Young for poor  attendance.  We
                          also recommend that shareholders  WITHHOLD votes
                          from James O. Robbins,  Robert C. O'Leary, James
                          C.  Kennedy,  and G. Dennis Berry for failure to
                          establish an independent  nominating  committee,
                          and  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director Janet M. Clarke ---
                       For
                 1.3   Elect Director James C. Kennedy ---
                       Withhold
                 1.4   Elect Director Robert C. O'Leary
                       --- Withhold
                 1.5   Elect Director James O. Robbins ---
                       Withhold
                 1.6   Elect Director Rodney W. Schrock
                       --- For
                 1.7   Elect Director Andrew J. Young ---
                       Withhold
                 2     Approve Employee Stock Purchase Plan  For        For                    Mgmt


05/04/04 - A     Danaher Corp. *DHR*              235851102                          03/10/04             1,250
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Develop Charter Language on Board     Against    Abstain                ShrHoldr
                       Diversity


04/28/04 - A     E.I. Du Pont De Nemours & Co.    263534109                          03/09/04             2,250
                 *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
                 4     Adopt and Report on a Code of         Against    Abstain                ShrHoldr
                       Corporate Conduct
                 5     Limit Executive Compensation          Against    For                    ShrHoldr
                          Due to  escalating  executive  pay and the  fact
                          that the report  requested  will shed some light
                          on company's  pay  practices  and  policies,  we
                          believe that this proposal warrants  shareholder
                          approval.


06/24/04 - A     eBay Inc. *EBAY*                 278642103                          04/26/04             8,050
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Philippe Bourguignon
                       --- For
                 1.2   Elect Director Thomas J. Tierney
                       --- For
                 1.3   Elect Director Margaret C. Whitman
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of 890,000,000 shares is
                          below the allowable  threshold of  1,395,000,000
                          shares.  However,  the  company  stated  that it
                          could use the additional  shares of common stock
                          to oppose a hostile  takeover  attempt  or delay
                          or prevent  changes  in  control or  management.
                          For  instance,   without   further   shareholder
                          approval,  the  company  could  adopt a  "poison
                          pill" that would,  under  certain  circumstances
                          related  to an  acquisition  of shares  that the
                          company did not approve,  give  certain  holders
                          the  right  to  acquire   additional  shares  of
                          common stock at a low price.  The company  could
                          strategically  sell shares of common  stock in a
                          private  transaction  to  purchasers  who  would
                          oppose a takeover  or favor the  current  board.
                                  Since  the additional shares may be used
                          for   management   entrenchment   purposes,   we
                          recommend voting AGAINST this proposal.
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Expense Stock Options                 Against    For                    ShrHoldr
                          We  support  the  general  principle  motivating
                          this  non-binding   proposal.  In  the  wake  of
                          financial   reporting   problems  and  excessive
                          executive  compensation  at companies like Enron
                          Corp.,  Worldcom  Inc.,  and Tyco  International
                          Ltd.,   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.   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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.


05/06/04 - A     Echostar Communications Corp.    278762109                          03/22/04             6,250
                 *DISH*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael T. Dugan ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  David  K.   Moskowitz,
                          Charles W. Ergen,  Cantey Ergen, James DeFranco,
                          and  Michael  T.  Dugan.   We   recommend   that
                          shareholders  WITHHOLD votes from insiders David
                          K.  Moskowitz,  Charles W. Ergen,  Cantey Ergen,
                          James   DeFranco,   and  Michael  T.  Dugan  for
                          failure to establish an  independent  nominating
                          committee  and for  failure  to have a  majority
                          independent board.
                 1.2   Elect Director James Defranco ---
                       Withhold
                 1.3   Elect Director Cantey Ergen ---
                       Withhold
                 1.4   Elect Director Charles W. Ergen ---
                       Withhold
                 1.5   Elect Director Raymond L. Friedlob
                       --- For
                 1.6   Elect Director Steven R. Goodbarn
                       --- For
                 1.7   Elect Director David K. Moskowitz
                       --- Withhold
                 1.8   Elect Director C. Michael Schroeder
                       --- 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.


06/03/04 - A     Electronics For Imaging, Inc.    286082102                          04/12/04             2,350
                 *EFII*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/19/04 - A     Eli Lilly and Co. *LLY*          532457108                          02/13/04             4,050
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     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.   We  believe  that  the   Compensation
                          Committee   should  have  the   flexibility   to
                          determine an  executive's  pay based on a number
                          of factors,  rather then have an  arbitrary  cap
                          to determine  executive  compensation.  Although
                          we agree with the proponent  that the restricted
                          share   program   should   utilize   justifiable
                          performance     criteria     and     challenging
                          performance  benchmarks,  the  proposed  caps on
                          restricted  stock  grants,  severance  payments,
                          salary and bonus,  would be unduly  restrictive.
                          Thus, we do not support this proposal.
                 5     Report on Drug Pricing                Against    Against                ShrHoldr


05/05/04 - A     EMC Corp. *EMC*                  268648102                          03/08/04            32,980
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


05/11/04 - A     Ensco International, Inc.        26874Q100                          03/15/04             2,950
                 *ESV*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- Withhold
                          We recommend that  shareholders vote FOR Rita M.
                          Rodriguez but WITHHOLD  votes from all the other
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from   Compensation   Committee
                          members David M.  Carmichael and Thomas L. Kelly
                          II for  not  aligning  CEO's  compensation  with
                          shareholders interests.
                 1.2   Elect Director Thomas L. Kelly II
                       --- Withhold
                 1.3   Elect Director Rita M. Rodriguez
                       --- For


05/26/04 - A     Exxon Mobil Corp. *XOM*          30231G102                          04/05/04             3,270
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael J. Boskin
                       --- For
                 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
                 4     Affirm Political Nonpartisanship      Against    Against                ShrHoldr
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Equatorial Guinea           Against    Against                ShrHoldr
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Amend EEO Statement to Include        Against    Abstain                ShrHoldr
                       Reference to 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.


05/25/04 - A     Fannie Mae *FNM*                 313586109                          04/06/04             6,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/19/04 - A     First Data Corp. *FDC*           319963104                          03/22/04             7,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/06/04 - A     Fiserv, Inc. *FISV*              337738108                          02/13/04             2,050
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/13/04 - A     Ford Motor Company *F*           345370860                          03/17/04             3,950
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John R. H. Bond ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsiders  John R. H.
                          Bond and  Robert E.  Rubin.  We  recommend  that
                          shareholders  WITHHOLD  votes  from  John  R. H.
                          Bond  and  Robert  E.  Rubin  for   standing  as
                          affiliated  outsiders  on the  Compensation  and
                          Nominating committees.
                 1.2   Elect Director Stephen G. Butler
                       --- For
                 1.3   Elect Director Kimberly A. Casiano
                       --- For
                 1.4   Elect Director Edsel B. Ford II ---
                       For
                 1.5   Elect Director William Clay Ford
                       --- For
                 1.6   Elect Director William Clay Ford,
                       Jr. --- For
                 1.7   Elect Director Irvine O. Hockaday,
                       Jr. --- For
                 1.8   Elect Director Marie-Josee Kravis
                       --- For
                 1.9   Elect Director Richard A. Manoogian
                       --- For
                 1.10  Elect Director Ellen R. Marram ---
                       For
                 1.11  Elect Director Homer A. Neal --- For
                 1.12  Elect Director Jorma Ollila --- For
                 1.13  Elect Director Carl E. Reichardt
                       --- For
                 1.14  Elect Director Robert E. Rubin ---
                       Withhold
                 1.15  Elect Director Nicholas V. Scheele
                       --- For
                 1.16  Elect Director John L. Thornton ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Disclosure of Executive      Against    For                    ShrHoldr
                       Compensation
                          We believe that  approval of this  proposal will
                          provide greater  transparency  for  shareholders
                          on the company's executive compensation issues.
                 4     Establish Other Board Committee       Against    For                    ShrHoldr
                          Although  we have  reservations  about  the fact
                          that the  proposal  neither  sets a limit on the
                          proposed  committee's  duration  nor  stipulates
                          the  committee's  specific  plan of  action,  we
                          agree with the proponent's  basic position.  The
                          Ford family has three seats on the board,  which
                          is  disproportionate  to its  equity  stake.  We
                          believe  that  the  Ford  family's   substantial
                          voting  control  of the  company  is  sufficient
                          enough to point out the need for an  independent
                          committee  to  evaluate  conflicts  of  interest
                          between   family   shareholders   and  nonfamily
                          shareholders.  Ford's  board  formed a committee
                          in   December   2002  to   review   Mr.   Ford's
                          acquisition  of shares in Goldman  Sachs  Group,
                          Inc.'s  1999 IPO.  The  committee,  composed  of
                          directors  Ellen R. Marram,  Irvine O.  Hockaday
                          Jr.,  Homer A. Neal,  Richard A.  Manoogian  and
                          Marie-Josee  Kravis, all independent  directors,
                          was  mandated  to review the stock  purchase  in
                          response   to   a   shareholder    demand.   The
                          shareholder,  Roger Berger,  requested  that Mr.
                          Ford  sell  the  Goldman  Sachs  shares  to  the
                          company at the original  price because Ford is a
                          longstanding  client of  Goldman's,  and not Mr.
                          Ford  himself.   The   committee   rejected  the
                          shareholder  demand  and  subsequently  the full
                          board  accepted the  committee's  recommendation
                          in February  2003.  In February,  Ford Motor Co.
                          chairman   and  CEO   William   Clay   Ford  Jr.
                          announced  he  would  sell  400,000   shares  of
                          Goldman  Sachs  Group  Inc.  and  that he  would
                          donate  profits  then  estimated at $4.7 million
                          to  charity.   The  committee   established   in
                          December  2002  only  reviewed  the  shareholder
                          demand  regarding  the  proceeds  from  the  IPO
                          allocation,   and   did   not   evaluate   other
                          potential  conflicts of interest  between family
                          shareholders  and non-family  shareholders.  Due
                          to Ford family's  substantial  voting control of
                          the  company,  potential  conflict of  interests
                          may   arise  in  the   future.   The   committee
                          suggested  by  the  proponent  may  serve  as  a
                          mechanism  to ensure  that  common  shareholders
                          are  treated   fairly   vis-a-vis   Ford  family
                          shareholders,   should   such  a   conflict   of
                          interest  arise.  In light of our concerns  with
                          the  IPO  allocation  and  the  recapitalization
                          plan, we support this nonbinding proposal.
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We believe that top five compensation  should be
                          linked  to  the  company's  performance.  If the
                          company   has  met  or   exceeded   the   target
                          performance   level,    executives   should   be
                          remunerated  for  their  efforts.   Although  we
                          agree with the principle of  pay-for-performance
                          in setting  executive  pay, we believe  that the
                          cessation  of all  rights,  options,  SARs,  and
                          possible   severance   payments   to  top   five
                          management:   (1)  does  not  resolve  potential
                          disconnects  between pay and performance and (2)
                          would be unduly  restrictive with respect to the
                          company's compensation  strategies.  As such, we
                          recommend a vote AGAINST.
                 6     Amend By Laws Relating to Board       Against    Against                ShrHoldr
                       Independence
                          An  independent  board is one way to assure that
                          shareholder   interests   will   be   adequately
                          represented  by a board that is  independent  of
                          management  and that  does not have an  interest
                          in the company that  differs from the  interests
                          of   other   shareholders.   According   to  our
                          director   classifications,   nine   of  the  16
                          directors  are  independent.  Although  we would
                          prefer  a  two-thirds   independent   board,  we
                          believe  that  the  proponent's   request  would
                          limit the  flexibility  of the  company  without
                          ensuring   the   maintenance   of   a   majority
                          independent  board.  We note that,  according to
                          our  director  classifications,  there  are four
                          affiliated  outside  directors on the board.  We
                          believe  that the  proposed  amendment is not in
                          shareholders'  best  interest  as it:  (1) would
                          not ensure board  independence by not addressing
                          the presence of affiliated  outside directors on
                          the  board and (2)  would  limit  the  company's
                          flexibility  with  regard to board  composition.
                          As such, we recommend a vote AGAINST.
                 7     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


05/19/04 - A     Friedman, Billings, Ramsey,      358434108                          04/23/04             2,150
                 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 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
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Gannett Co., Inc. *GCI*          364730101                          03/05/04               850
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James A. Johnson ---
                       For
                 1.2   Elect Director Douglas H.
                       McCorkindale --- For
                 1.3   Elect Director Stephen P. Munn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should    utilize    justifiable     performance
                          criteria,  the proposed caps on restricted stock
                          grants,  severance  payments,  salary and bonus,
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.


04/16/04 - WC    Genentech, Inc. *DNA*            368710406                          02/17/04               250
                 1     Amend                                 For        For                    Mgmt
                       Articles/Bylaws/Charter-Non-Routine
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Herbert W. Boyer ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Jonathan  K.C.  Knowles,
                          Arthur D.  Levinson,  William  M.  Burns,  Erich
                          Hunziker  and  affiliated  outsider  Herbert  W.
                          Boyer. We recommend that  shareholders  WITHHOLD
                          votes from  Jonathan  K.C.  Knowles for standing
                          as  an   insider   on   the   Compensation   and
                          Nominating   committees   and  for   failure  to
                          establish a majority  independent board and from
                          Herbert W. Boyer for  standing as an  affiliated
                          outsider   on  the  Audit,   Compensation,   and
                          Nominating   committees   and  for   failure  to
                          establish a majority  independent board. Lastly,
                          we recommend  that  shareholders  WITHHOLD votes
                          from  Arthur D.  Levinson,  William M. Burns and
                          Erich   Hunziker  for  failure  to  establish  a
                          majority independent board.
                 2.2   Elect Director Arthur D. Levinson
                       --- Withhold
                 2.3   Elect Director Mark Richmond --- For
                 2.4   Elect Director Charles A. Sanders
                       --- For
                 2.5   Elect Director William M. Burns ---
                       Withhold
                 2.6   Elect Director Erich Hunziker ---
                       Withhold
                 2.7   Elect Director Jonathan K.C.
                       Knowles --- Withhold
                 3     Elect Director M. Burns               For        Withhold               Mgmt
                 4     Elect Director Erich Hunziker         For        Withhold               Mgmt
                 5     Elect Director Jonathan K.C. Knowles  For        Withhold               Mgmt
                 6     Increase Authorized Common Stock      For        For                    Mgmt
                 7     Approve Omnibus Stock Plan            For        Against                Mgmt
                          The total cost of the  company's  plans of 12.19
                          percent  is  above  the  allowable  cap for this
                          company of 8.53 percent.
                 8     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     General Electric Co. *GE*        369604103                          03/01/04            40,020
                 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
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 5     Eliminate Animal Testing              Against    Against                ShrHoldr
                 6     Report on Nuclear Fuel Storage Risks  Against    Against                ShrHoldr
                 7     Report on PCB Clean-up                Against    Against                ShrHoldr
                 8     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr
                 9     Prepare Sustainability Report         Against    Against                ShrHoldr
                 10    Limit Composition of Management       Against    Against                ShrHoldr
                       Development and Compensation
                       Committee to Independent Directors
                 11    Report on Pay Disparity               Against    Abstain                ShrHoldr
                 12    Limit Awards to Executives            Against    Against                ShrHoldr
                 13    Limit Board Service for Other         Against    For                    ShrHoldr
                       Companies
                          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
                 15    Hire Advisor/Maximize Shareholder     Against    Against                ShrHoldr
                       Value
                 16    Adopt a Retention Ratio for           Against    Against                ShrHoldr
                       Executives and Directors
                 17    Require 70% to 80% Independent Board  Against    Against                ShrHoldr
                 18    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


06/02/04 - A     General Motors Corp. *GM*        370442105                          04/05/04             2,300
                 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
                          We support the use of performance-based  pay and
                          believes there should be strong linkage  between
                          compensation   and  performance  at  the  senior
                          executive  level.   However,   we  believe  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.
                 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    For                    ShrHoldr
                       Independent Directors
                          Since  approval  of this  proposal  will  ensure
                          independence   on  key  board   committees,   we
                          support this request.
                 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
                          We   generally   support   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,   we   believe   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.


05/27/04 - A     Genzyme Corp. *GENZ*             372917104                          03/31/04             2,850
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Douglas A.
                       Berthiaume --- For
                 1.2   Elect Director Henry E. Blair ---
                       For
                 1.3   Elect Director Gail K. Boudreaux
                       --- For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Increase Authorized Preferred Stock   For        Against                Mgmt
                          In  this  case,   management  has   specifically
                          stated   that  the   shares   will  be  used  in
                          connection  with the poison  pill.  We recommend
                          shareholders   vote   AGAINST   proposals   that
                          increase   authorized   common   stock  for  the
                          explicit  purpose of implementing a rights plan,
                          especially  if the plan has not been approved by
                          shareholders  and  includes  a  trigger  of less
                          than 20 percent.
                 6     Ratify Auditors                       For        For                    Mgmt
                 7     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  Compensation
                          Committee   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,  we believe this proposal
                          is too  restrictive,  as it would  limit  equity
                          awards  to  time-based   restricted  shares.  As
                          such,  this  item does not  warrant  shareholder
                          approval.


05/25/04 - A     Gilead Sciences, Inc. *GILD*     375558103                          04/05/04             4,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Increase Authorized Common Stock      For        For                    Mgmt


05/18/04 - A     Guidant Corp. *GDT*              401698105                          03/11/04             2,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Maurice A. Cox, Jr.
                       --- For
                 1.2   Elect Director Nancy-Ann Min
                       DeParle --- For
                 1.3   Elect Director Ronald W. Dollens
                       --- For
                 1.4   Elect Director Enrique C. Falla ---
                       For
                 1.5   Elect Director Kristina M. Johnson,
                       Ph.D. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


04/24/04 - A     Harley-Davidson, Inc. *HDI*      412822108                          03/10/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Home Depot, Inc. (The) *HD*      437076102                          03/29/04            14,350
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gregory D. Brenneman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Claudio X.
                          Gonzalez.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Claudio X.  Gonzalez  for
                          sitting on more than six boards.
                 1.2   Elect Director Richard H. Brown ---
                       For
                 1.3   Elect Director John L. Clendenin
                       --- For
                 1.4   Elect Director Berry R. Cox --- For
                 1.5   Elect Director Claudio X. Gonzalez
                       --- Withhold
                 1.6   Elect Director Milledge A. Hart,
                       III --- For
                 1.7   Elect Director Bonnie G. Hill ---
                       For
                 1.8   Elect Director Kenneth G. Langone
                       --- For
                 1.9   Elect Director Robert L. Nardelli
                       --- For
                 1.10  Elect Director Roger S. Penske ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because the company  does not have a policy that
                          puts any future pill to a  shareholder  vote, we
                          recommend   that   shareholders   support   this
                          proposal.
                 5     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          Because  we  support  pay for  performance,  and
                          because the grants of  restricted  stock  (other
                          than  those  granted  under  the  LTIP)  are not
                          based  on  specific   performance   hurdles,  we
                          believe  the   proposal   warrants   shareholder
                          support.
                 6     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr
                 7     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes  and severance  plans,  and therefore
                          recommend  that  shareholders  vote  to  approve
                          this proposal.
                 8     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


05/07/04 - A     Illinois Tool Works Inc. *ITW*   452308109                          03/09/04               850
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Ingram Micro, Inc. *IM*          457153104                          03/26/04             4,450
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Orrin H. Ingram II
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Orrin  H.
                          Ingram  II.  We  recommend   that   shareholders
                          WITHHOLD  votes  from  Orrin  H.  Ingram  II for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation Committee.
                 1.2   Elect Director Michael T. Smith ---
                       For
                 1.3   Elect Director Joe B. Wyatt --- For
                 1.4   Elect Director Howard I. Atkins ---
                       For


05/19/04 - A     Intel Corp. *INTC*               458140100                          03/22/04            52,250
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Craig R. Barrett ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent   outsider  D.  James
                          Guzy. We recommend  that  shareholders  WITHHOLD
                          votes  from D.  James  Guzy for  sitting on more
                          than six boards.
                 1.2   Elect Director Charlene Barshefsky
                       --- For
                 1.3   Elect Director E. John P. Browne
                       --- For
                 1.4   Elect Director Andrew S. Grove ---
                       For
                 1.5   Elect Director D. James Guzy ---
                       Withhold
                 1.6   Elect Director Reed E. Hundt --- For
                 1.7   Elect Director Paul S. Otellini ---
                       For
                 1.8   Elect Director David S. Pottruck
                       --- For
                 1.9   Elect Director Jane E. Shaw --- For
                 1.10  Elect Director John L. Thornton ---
                       For
                 1.11  Elect Director David B. Yoffie ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 5     Limit/Prohibit Awards to Executives   Against    For                    ShrHoldr
                          The    company    currently    does    not   use
                          performance-vesting  awards in its  compensation
                          plans  for  senior   executives.   Although  the
                          proponent   in  its   supporting   statement  is
                          critical  of  fixed-price  options,  it does not
                          appear that the proposal  advocates  replacement
                          of  options  with  performance-based  restricted
                          stock.  The  proposal  requests  the the company
                          use performance-vesting  stock in development of
                          future  equity  awards  for  senior  executives.
                          Although  the  company  has   recently   adopted
                          officer   stockholding    guidelines,   a   more
                          rigorous  requirement would be 7x to 10x for the
                          CEO  and  scaled  down  for  other   executives.
                          Therefore,   we  believe   that  this   proposal
                          warrants shareholder support.
                 6     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          In this case, the company uses standard  options
                          for its  long  term  compensation.  It does  not
                          currently    award    or    plans    to    award
                          performance-based    options.    The    proposal
                          requests  for a portion of future  stock  option
                          grants   to  be   performance-based   to  senior
                          executives   and   is   therefore   not   unduly
                          restrictive.  The  company  should  be  able  to
                          identify  appropriate  performance  criteria and
                          clearly  disclose  the  associated   performance
                          goals or hurdle rates to the shareholders.  This
                          would provide  further  discipline and alignment
                          in   award   of   executive    compensation   to
                          shareholders interest.


06/23/04 - A     InteractiveCorp *IACI*           45840Q101                          04/29/04             8,650
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard N. Barton
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception   of   independent    outsider   Edgar
                          Bronfman,  Jr.,  affiliated  outsider  Diane Von
                          Furstenberg,  and  insiders  Victor A.  Kaufman,
                          Barry  Diller,   and  Robert  R.   Bennett.   We
                          recommend that shareholders  WITHHOLD votes from
                          Edgar Bronfman,  Jr. for poor  attendance,  from
                          Robert R.  Bennett for standing as an insider on
                          the  Compensation  Committee  and for failure to
                          establish an independent  nominating  committee,
                          and  from  Diane  Von  Furstenberg,   Victor  A.
                          Kaufman,   and  Barry   Diller  for  failure  to
                          establish an independent nominating committee.
                 1.2   Elect Director Robert R. Bennett
                       --- Withhold
                 1.3   Elect Director Edgar Bronfman, Jr.
                       --- Withhold
                 1.4   Elect Director Barry Diller ---
                       Withhold
                 1.5   Elect Director Victor A. Kaufman
                       --- Withhold
                 1.6   Elect Director Donald R. Keough ---
                       For
                 1.7   Elect Director Marie-Josee Kravis
                       --- For
                 1.8   Elect Director John C. Malone ---
                       For
                 1.9   Elect Director Steven Rattner ---
                       For
                 1.10  Elect Director Gen. H.N.
                       Schwarzkopf --- For
                 1.11  Elect Director Alan G. Spoon --- For
                 1.12  Elect Director Diane Von
                       Furstenberg --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     International Business           459200101                          02/27/04             3,090
                 Machines Corp. *IBM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Cathleen Black ---
                       For
                 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
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 6     Amend Pension and Retirement          Against    Against                ShrHoldr
                       Medical Insurance Plans
                          We   believe   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  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.          We  agree
                          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
                          We  support  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
                          We agree 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
                 11    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 12    Report on Executive Compensation      Against    For                    ShrHoldr
                          While   we   do   not   suggest   that   current
                          compensation   practices   have   the   intended
                          effects   suggested  by  the   shareholder,   we
                          nonetheless   support   this   proposal  as  the
                          additional  reporting will provide  shareholders
                          with  greater   transparency   on   compensation
                          policies.


05/26/04 - A     International Steel Group, Inc   460377104                          04/05/04             1,900
                 *ISG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Johnson & Johnson *JNJ*          478160104                          02/24/04            11,708
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Cease Charitable Contributions        Against    Against                ShrHoldr


05/25/04 - A     JP Morgan Chase & Co. *JPM*      46625H100                          04/02/04             5,745
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Hans W. Becherer ---
                       For
                 2.2   Elect Director Frank A. Bennack,
                       Jr. --- For
                 2.3   Elect Director John H. Biggs --- For
                 2.4   Elect Director Lawrence A. Bossidy
                       --- For
                 2.5   Elect Director Ellen V. Futter ---
                       For
                 2.6   Elect Director William H. Gray, III
                       --- For
                 2.7   Elect Director William B. Harrison,
                       Jr --- For
                 2.8   Elect Director Helene L. Kaplan ---
                       For
                 2.9   Elect Director Lee R. Raymond ---
                       For
                 2.10  Elect Director John R. Stafford ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                          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.
                 5     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.
                 6     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 7     Charitable Contributions              Against    Against                ShrHoldr
                          We    generally    believe    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 JP Morgan
                          Chase  Foundation  engages and donates to causes
                          that  management  believes are beneficial to the
                          communities  in which the company  operates  and
                          in the best  interests of the company.  Further,
                          the company provides  comprehensive  information
                          regarding  its  corporate  giving  grants in its
                          Corporate    Responsibility    Annual    Reports
                          available on the company's  website.  Therefore,
                          lacking  evidence  to the  contrary,  we believe
                          that continuing these  charitable  contributions
                          is in the best interests of the shareholders.
                 8     Political Contributions               Against    Against                ShrHoldr
                 9     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 10    Provide Adequate Disclosure for       Against    Against                ShrHoldr
                       over the counter Derivatives
                 11    Auditor Independence                  Against    For                    ShrHoldr
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 12    Submit Non-Employee Director          Against    Against                ShrHoldr
                       Compensation to Vote
                          JP  Morgan's  director  compensation  is in line
                          with the  compensation  practices  of its peers.
                          We  agree  with  the   company's   view  that  a
                          significant  portion  of  the  overall  director
                          compensation  be linked to the company's  stock.
                          At  this  time,  in the  absence  of  compelling
                          evidence   of  abusive   director   compensation
                          practices, we recommend against the proposal.
                 13    Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Since  approval  of this  proposal  will help JP
                          Morgan  review its  current  pay  practices  and
                          policies,   and  provide   transparency  to  its
                          shareholders, we support this request.


04/16/04 - S     Juniper Networks, Inc. *JNPR*    48203R104                          03/10/04               600
                 1     Issue Shares in Connection with an    For        For                    Mgmt
                       Acquisition


04/28/04 - A     Kohl's Corp. *KSS*               500255104                          03/03/04             4,550
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wayne Embry --- For
                          ISS recommends that  shareholders vote FOR Wayne
                          Embry  and Frank V.  Sica,  but  WITHHOLD  votes
                          from  the  other  nominees.  We  recommend  that
                          shareholders   WITHHOLD  votes  from  affiliated
                          outsider  John  F.  Herma  for  standing  as  an
                          affiliated  outsider on the Audit and Nominating
                          committees   and  for  failure  to  establish  a
                          majority   independent  board  and  R.  Lawrence
                          Montgomery  for failure to  establish a majority
                          independent board.
                 1.2   Elect Director John F. Herma ---
                       Withhold
                 1.3   Elect Director R. Lawrence
                       Montgomery --- Withhold
                 1.4   Elect Director Frank V. Sica --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Performance-Based Stock/Indexed       Against    For                    ShrHoldr
                       Options
                          Despite  the fact that  certain  features of the
                          proposal may be more  rigorous  than others,  we
                          support   the   underlying   principal   of  the
                          proposal in this case.
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/27/04 - A     L-3 Communications Holdings,     502424104                          03/19/04             2,300
                 Inc. *LLL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt


04/02/04 - A     Lehman Brothers Holdings Inc.    524908100                          02/13/04             2,380
                 *LEH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Lexmark International, Inc.      529771107                          03/05/04             1,100
                 *LXK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


06/09/04 - A     Liberty Media Corp. *L*          530718105                          04/21/04             9,632
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert R. Bennett
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of insiders  John C. Malone and Robert
                          R.  Bennett.   We  recommend  that  shareholders
                          WITHHOLD  votes  from John C.  Malone and Robert
                          R.  Bennett for failure to  establish a majority
                          independent board.
                 1.2   Elect Director Paul A. Gould --- For
                 1.3   Elect Director John C. Malone ---
                       Withhold
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/28/04 - A     Lowe *LOW*                       548661107                          04/01/04            10,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Leonard L. Berry ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Dawn E. Hudson.  We recommend  that
                          shareholders  WITHHOLD votes from Dawn E. Hudson
                          for poor attendance.
                 1.2   Elect Director Paul Fulton --- For
                 1.3   Elect Director Dawn E. Hudson ---
                       Withhold
                 1.4   Elect Director Marshall O. Larsen
                       --- For
                 1.5   Elect Director Robert A. Niblock
                       --- For
                 1.6   Elect Director Stephen F. Page ---
                       For
                 1.7   Elect Director O. Temple Sloan, Jr.
                       --- For
                 1.8   Elect Director Robert L. Tillman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Marsh & McLennan Companies,      571748102                          03/22/04             2,690
                 Inc. *MMC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Mattson Technology, Inc.         577223100                          03/25/04             2,500
                 *MTSN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     MBNA Corp. *KRB*                 55262L100                          02/13/04            10,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James H. Berick ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insider  Bruce L.  Hammonds  and
                          affiliated   outsiders   Benjamin  R.  Civiletti
                          ,James H.  Berick and  Randolph  D.  Lerner.  We
                          recommend that shareholders  WITHHOLD votes from
                          Benjamin  R.  Civiletti  and James H. Berick for
                          standing as  affiliated  outsiders on the Audit,
                          Compensation  and Governance  committees and for
                          failure  to  establish  a  majority  independent
                          board. We recommend that  shareholders  WITHHOLD
                          votes  from  Randolph  D.  Lerner  and  Bruce L.
                          Hammonds  for  failure to  establish  a majority
                          independent board.
                 1.2   Elect Director Benjamin R.
                       Civiletti --- Withhold
                 1.3   Elect Director Bruce L. Hammonds
                       --- Withhold
                 1.4   Elect Director William L. Jews ---
                       For
                 1.5   Elect Director Randolph D. Lerner
                       --- Withhold
                 1.6   Elect Director Stuart L. Markowitz
                       --- For
                 1.7   Elect Director William B. Milstead
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          In the wake of financial  reporting problems and
                          excessive  executive  compensation  at companies
                          like  Enron  Corp.,   Worldcom  Inc.,  and  Tyco
                          International  Ltd.,  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.  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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          We  believe  that  MBNA is  moving  in the right
                          direction as evidenced by the recent  changes in
                          the   company   such   as   reducing   executive
                          compensation  and  changing the  composition  of
                          the board.  However,  we believe  that the board
                          of  directors  should  be  an  independent  body
                          capable  of  providing  objective  oversight  of
                          management and the company's overall  direction.
                          This goal can best be  achieved  when  directors
                          are  independent of the CEO and have no personal
                          interest in the company  arising from salary,  a
                          consulting  agreement,  or any other significant
                          business arrangement.


05/27/04 - A     MCAFEE INC. *MFE*                640938106                          04/01/04             3,650
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     McDonald's Corp. *MCD*           580135101                          03/22/04             4,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve/Amend Executive Incentive     For        For                    Mgmt
                       Bonus Plan


04/20/04 - A     Mellon Financial Corp. *MEL*     58551A108                          02/06/04             2,350
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Merck & Co., Inc. *MRK*          589331107                          02/24/04             3,450
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 5     Develop Ethical Criteria for Patent   Against    Against                ShrHoldr
                       Extension
                 6     Link Executive Compensation to        Against    Abstain                ShrHoldr
                       Social Issues
                 7     Report on Political Contributions     Against    Against                ShrHoldr
                 8     Report on Operational Impact of       Against    Abstain                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/23/04 - A     Merrill Lynch & Co., Inc.        590188108                          02/24/04             4,950
                 *MER*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


06/17/04 - A     Michaels Stores, Inc. *MIK*      594087108                          04/26/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


04/20/04 - A     Morgan Stanley *MWD*             617446448                          02/20/04             3,450
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/03/04 - A     Motorola, Inc. *MOT*             620076109                          03/05/04             7,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward Zander --- For
                 1.2   Elect Director H. Laurence Fuller
                       --- For
                 1.3   Elect Director Judy Lewent --- For
                 1.4   Elect Director Walter Massey --- For
                 1.5   Elect Director Nicholas Negroponte
                       --- For
                 1.6   Elect Director Indra Nooyi --- For
                 1.7   Elect Director John Pepper, Jr. ---
                       For
                 1.8   Elect Director Samuel Scott III ---
                       For
                 1.9   Elect Director Douglas Warner III
                       --- For
                 1.10  Elect Director John White --- For
                 1.11  Elect Director Mike Zafirovski ---
                       For
                 2     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  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.
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options  would   effectively   limit  the
                          company's   ability   to  retain   and   attract
                          qualified  management.   This  proposal  is  too
                          restrictive,  and does not  warrant  shareholder
                          approval.


05/05/04 - A     Nationwide Financial Services,   638612101                          03/08/04             1,700
                 Inc. *NFS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total  cost of the  company's  plans of 7.10
                          percent  is  above  the  allowable  cap for this
                          company of 5.16 percent.  Because this amendment
                          would  extend  the life of a plan  that  exceeds
                          the cost cap for an  additional  six  years,  we
                          recommend a vote AGAINST this proposal.
                 4     Approve Outside Director Stock        For        For                    Mgmt
                       Awards/Options in Lieu of Cash


06/16/04 - A     Netgear Inc *NTGR*               64111Q104                          04/27/04             2,350
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Nextel Communications, Inc.      65332V103                          04/02/04             1,450
                 *NXTL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


04/20/04 - A     Northern Trust Corp. *NTRS*      665859104                          03/01/04             1,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Duane L. Burnham ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Robert  A.
                          Helman. We recommend that shareholders  WITHHOLD
                          votes from Robert A.  Helman for  standing as an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Dolores E. Cross ---
                       For
                 1.3   Elect Director Susan Crown --- For
                 1.4   Elect Director Robert S. Hamada ---
                       For
                 1.5   Elect Director Robert A. Helman ---
                       Withhold
                 1.6   Elect Director Dipak C. Jain --- For
                 1.7   Elect Director Arthur L. Kelly ---
                       For
                 1.8   Elect Director Robert C. Mccormack
                       --- For
                 1.9   Elect Director Edward J. Mooney ---
                       For
                 1.10  Elect Director William A. Osborn
                       --- For
                 1.11  Elect Director John W. Rowe --- For
                 1.12  Elect Director Harold B. Smith ---
                       For
                 1.13  Elect Director William D. Smithburg
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Omnicare, Inc. *OCR*             681904108                          03/31/04             2,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Omnicom Group Inc. *OMC*         681919106                          04/09/04             2,750
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan


04/21/04 - A     Outback Steakhouse, Inc. *OSI*   689899102                          02/27/04               550
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John A. Brabson, Jr.
                       --- For
                 1.2   Elect Director Lee Roy Selmon ---
                       For
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 16.41  percent is above the allowable cap for
                          this company of 12.97 percent.
                 3     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/05/04 - A     PepsiCo, Inc. *PEP*              713448108                          03/12/04            10,550
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John F. Akers --- For
                 1.2   Elect Director Robert E. Allen ---
                       For
                 1.3   Elect Director Ray L. Hunt --- For
                 1.4   Elect Director Arthur C. Martinez
                       --- For
                 1.5   Elect Director Indra K. Nooyi ---
                       For
                 1.6   Elect Director Franklin D. Raines
                       --- For
                 1.7   Elect Director Steven S. Reinemund
                       --- For
                 1.8   Elect Director Sharon Percy
                       Rockefeller --- For
                 1.9   Elect Director James J. Schiro ---
                       For
                 1.10  Elect Director Franklin A. Thomas
                       --- For
                 1.11  Elect Director Cynthia M. Trudell
                       --- For
                 1.12  Elect Director Solomon D. Trujillo
                       --- For
                 1.13  Elect Director Daniel Vasella ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given the  seriousness of the issue and the fact
                          that the  company's  disclosure  lags behind its
                          peers,  we  recommend  a vote in  favor  of this
                          request.


04/22/04 - A     Pfizer Inc. *PFE*                717081103                          02/27/04            47,140
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Report on Operational Impact of       Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                 5     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Establish Term Limits for Directors   Against    Against                ShrHoldr
                 8     Report on Drug Pricing                Against    Against                ShrHoldr
                 9     Limit Awards to Executives            Against    Against                ShrHoldr
                 10    Amend Animal Testing Policy           Against    Against                ShrHoldr


05/13/04 - A     Providian Financial Corp.        74406A102                          03/15/04             4,100
                 *PVN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Pulte Homes Inc. *PHM*           745867101                          03/16/04             2,450
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Richard J. Dugas,
                       Jr. --- For
                 1.2   Elect Director David N. McCammon
                       --- For
                 1.3   Elect Director William J. Pulte ---
                       For
                 1.4   Elect Director Francis J. Sehn ---
                       For
                 1.5   Elect Director Michael E. Rossi ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditor                        Against    For                    ShrHoldr
                          Before    the    corporate    accounting-related
                          scandals of the past two years,  ratification of
                          auditors  was  generally  viewed  as  a  routine
                          agenda   item.   A  vote  for  an   auditor   by
                          shareholders  is  confirmation  that the auditor
                          has    objectively    reviewed   the   company's
                          financial   statements   for   compliance   with
                          generally accepted  accounting  principles.  Due
                          to the recent SEC rules on auditor  independence
                          and  increased   shareholder  scrutiny  on  this
                          issue,  however,  ratification  of auditors  has
                          turned into a more  controversial  agenda  item.
                          As such,  we believe  that  shareholders  should
                          have the  opportunity  to assess  the  auditor's
                          general  performance,  the audit  and  non-audit
                          related  fees  paid  by  the  company,  and  the
                          auditor's  overall  independence.        We  can
                          see  no  compelling  reason  why  the  company's
                          shareholders  should not be given the right to a
                          non-binding   ratification  of  the  independent
                          auditor   selected   by  the   company's   audit
                          committee.


05/06/04 - A     Sap Ag                           803054204                          03/30/04             3,700
                       Meeting for Holders of ADRs
                 1     RESOLUTION ON THE APPROPRIATION OF    For        For                    Mgmt
                       THE RETAINED EARNINGS OF THE FISCAL
                       YEAR 2003
                 2     RESOLUTION ON THE FORMAL APPROVAL     For        For                    Mgmt
                       OF THE ACTS OF THE EXECUTIVE BOARD
                       IN THE FISCAL YEAR 2003
                 3     RESOLUTION ON THE FORMAL APPROVAL     For        For                    Mgmt
                       OF THE ACTS OF THE SUPERVISORY
                       BOARD IN THE FISCAL YEAR 2003
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     RESOLUTION ON ADJUSTMENTS TO          For        For                    Mgmt
                       SECTION 4 OF THE ARTICLES OF
                       ASSOCIATION
                 6     RESOLUTION ON THE AUTHORIZATION TO    For        For                    Mgmt
                       ACQUIRE AND USE TREASURY SHARES
                 7     RESOLUTION ON THE AUTHORIZATION TO    For        Against                Mgmt
                       USE EQUITY DERIVATIVES IN
                       CONNECTION WITH THE ACQUISITION OF
                       TREASURY SHARES
                          We recommend a vote against this  resolution  on
                          the basis  that it would  allow the board to use
                          a  speculative   financial   instrument  without
                          sufficient safeguards.


04/14/04 - A     Schlumberger Ltd. *SLB*          806857108                          02/25/04             2,180
                       Meeting for Holders of ADRs
                 1     Elect Directors                       For        For                    Mgmt
                 2     ADOPTION AND APPROVAL OF FINANCIALS   For        For                    Mgmt
                       AND DIVIDENDS
                 3     APPROVAL OF ADOPTION OF THE 2004      For        For                    Mgmt
                       STOCK AND DEFERRAL PLAN FOR
                       NON-EMPLOYEE DIRECTORS
                 4     APPROVAL OF AUDITORS                  For        For                    Mgmt


06/10/04 - A     Semtech Corp. *SMTC*             816850101                          04/23/04             1,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Glen M. Antle --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of insiders  John D. Poe and Jason L.
                          Carlson.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  John D. Poe and  Jason L.
                          Carlson for failure to establish an  independent
                          nominating committee.
                 1.2   Elect Director James P. Burra ---
                       For
                 1.3   Elect Director Jason L. Carlson ---
                       Withhold
                 1.4   Elect Director Rockell N. Hankin
                       --- For
                 1.5   Elect Director James T. Lindstrom
                       --- For
                 1.6   Elect Director John L. Piotrowski
                       --- For
                 1.7   Elect Director John D. Poe ---
                       Withhold
                 1.8   Elect Director James T. Schraith
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


06/23/04 - A     Siebel Systems, Inc. *SEBL*      826170102                          04/29/04             6,250
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Abstain    For                    ShrHoldr
                          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.


05/13/04 - A     SLM Corp. *SLM*                  78442P106                          03/15/04             8,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Smith International, Inc.        832110100                          02/27/04             3,600
                 *SII*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James R. Gibbs ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Jerry W. Neely.  We recommend  that
                          shareholders  WITHHOLD votes from Jerry W. Neely
                          for  standing as an  affiliated  outsider on the
                          Audit and on the Compensation committees.
                 1.2   Elect Director Jerry W. Neely ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     St. Jude Medical, Inc. *STJ*     790849103                          03/15/04             3,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael A. Rocca ---
                       For
                 1.2   Elect Director David A. Thompson
                       --- For
                 1.3   Elect Director Stefan K.
                       Widensohler --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Increase Authorized Common Stock      For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal    is    unduly    restrictive.     The
                          Compensation     Committee    and     Management
                          Development   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.


06/17/04 - A     Staples, Inc. *SPLS*             855030102                          04/19/04             8,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Given  that the plan has  already  expired,  and
                          that the board has  determined  not to renew the
                          plan, this proposal has become moot.  Therefore,
                          we  recommend  that  shareholders  vote  against
                          this item.
                 7     Submit Shareholder Rights Plan        Against    For                    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.
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          Our  policy  is  to  recommend   voting  against
                          proposals  that seek to set  absolute  levels on
                          compensation or otherwise  dictate the amount or
                          form of compensation.
                 9     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                          In this case,  the company states that the Audit
                          Committee  pre-approves  all services by Ernst &
                          young LLP, the  company's  independent  auditors
                          in compliance  with the rules of  Sarbanes-Oxley
                          Act.  Also,  the  aggregate  fees  paid for 'tax
                          services'  and  'other  services'  are less than
                          the  aggregate  fees paid for  'audit  services'
                          and  'audit-related  services'.   Therefore,  we
                          believe   this   proposal   does   not   warrant
                          shareholder support.


05/07/04 - A     Starwood Hotels & Resorts        85590A203                          03/19/04             2,450
                 Worldwide, Inc. *HOT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     For        Against                Mgmt


04/21/04 - A     State Street Corp. (Boston)      857477103                          02/27/04             2,200
                 *STT*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Kennett Burnes ---
                       For
                 1.2   Elect Director David Gruber --- For
                 1.3   Elect Director Linda Hill --- For
                 1.4   Elect Director Charles Lamantia ---
                       For
                 1.5   Elect Director Robert Weissman ---
                       For
                 2     Exempt Board of Directors from        Against    Against                ShrHoldr
                       Massachusetts General Laws, Chapter
                       156B, Section 50A(a)
                          Proposal would declassify the board.


05/19/04 - A     Station Casinos, Inc. *STN*      857689103                          03/26/04             2,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Lorenzo J. Fertitta
                       --- Withhold
                          We  recommend  a vote FOR James E. Nave,  D.V.M.
                          but WITHHOLD votes from all the other  nominees.
                          We recommend  that  shareholders  WITHHOLD votes
                          from insider  Lorenzo J. Fertitta and affiliated
                          outsider   Blake  L.   Sartini  for  failure  to
                          establish a majority independent board.
                 1.2   Elect Director Blake L. Sartini ---
                       Withhold
                 1.3   Elect Director James E. Nave,
                       D.V.M. --- For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/20/04 - A     Stryker Corp. *SYK*              863667101                          02/27/04             1,650
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John W. Brown --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Ronda  E.
                          Stryker  and  Donald  M.   Engelman,   Ph.D.  We
                          recommend that shareholders  WITHHOLD votes from
                          Ronda E. Stryker for  standing as an  affiliated
                          outsider  on  the  compensation  and  nominating
                          committees  and from Donald M.  Engelman,  Ph.D.
                          for  standing  as  affiliated  outsiders  on the
                          nominating committee.
                 1.2   Elect Director Howard E. Cox, Jr.
                       --- For
                 1.3   Elect Director Donald M. Engelman,
                       Ph.D. --- Withhold
                 1.4   Elect Director Jerome H. Grossman,
                       M.D. --- For
                 1.5   Elect Director John S. Lillard ---
                       For
                 1.6   Elect Director William U. Parfet
                       --- For
                 1.7   Elect Director Ronda E. Stryker ---
                       Withhold
                 2     Increase Authorized Common Stock      For        For                    Mgmt


05/11/04 - A     Taiwan Semiconductor             874039100                          03/15/04             2,065
                 Manufacturing Co.
                       Meeting for Holders of ADRs
                 1     TO ACCEPT 2003 BUSINESS REPORT AND    For        For                    Mgmt
                       FINANCIAL STATEMENTS.
                 2     TO APPROVE THE PROPOSAL FOR           For        For                    Mgmt
                       DISTRIBUTION OF 2003 PROFITS.
                 3     TO APPROVE THE CAPITALIZATION OF      For        For                    Mgmt
                       2003 DIVIDENDS AND EMPLOYEE PROFIT
                       SHARING.


05/19/04 - A     Target Corporation *TGT*         87612E106                          03/22/04             8,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/20/04 - A     Teva Pharmaceutical Industries   881624209                          04/15/04             6,250
                       Meeting for Holders of ADRs
                 1     TO RECEIVE AND DISCUSS THE COMPANY    For        For                    Mgmt
                       S CONSOLIDATED BALANCE SHEET AS OF
                       DECEMBER 31, 2003 AND THE
                       CONSOLIDATED STATEMENTS.
                 2     TO APPROVE THE BOARD OF DIRECTORS     For        Against                Mgmt
                       RECOMMENDATION THAT THE CASH
                       DIVIDEND FOR THE YEAR ENDED
                       DECEMBER 31, 2003, WHICH WAS PAID
                       IN FOUR INSTALLMENTS AND AGGREGATED
                       NIS 1.44 (APPROXIMATELY US$0.322)
                       PER ORDINARY SHARE, BE DECLARED
                       FINAL.
                 3     TO ELECT ABRAHAM E. COHEN TO SERVE    For        For                    Mgmt
                       FOR A THREE-YEAR TERM.
                 4     TO ELECT LESLIE DAN TO SERVE FOR A    For        For                    Mgmt
                       THREE-YEAR TERM.
                 5     TO ELECT PROF. MEIR HETH TO SERVE     For        For                    Mgmt
                       FOR A THREE-YEAR TERM.
                 6     TO ELECT PROF. MOSHE MANY TO SERVE    For        For                    Mgmt
                       FOR A THREE-YEAR TERM.
                 7     TO ELECT DOV SHAFIR TO SERVE FOR A    For        For                    Mgmt
                       THREE-YEAR TERM.
                 8     TO APPROVE THE PURCHASE OF DIRECTOR   For        Against                Mgmt
                       S AND OFFICER S LIABILITY INSURANCE
                       FOR THE DIRECTORS AND OFFICERS OF
                       THE COMPANY.
                 9     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     Texas Instruments Inc. *TXN*     882508104                          02/17/04             1,950
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James R. Adams ---
                       For
                 1.2   Elect Director David L. Boren ---
                       For
                 1.3   Elect Director Daniel A. Carp ---
                       For
                 1.4   Elect Director Thomas J. Engibous
                       --- For
                 1.5   Elect Director Gerald W.
                       Fronterhouse --- For
                 1.6   Elect Director David R. Goode ---
                       For
                 1.7   Elect Director Wayne R. Sanders ---
                       For
                 1.8   Elect Director Ruth J. Simmons ---
                       For
                 1.9   Elect Director Richard K. Templeton
                       --- For
                 1.10  Elect Director Christine Todd
                       Whitman --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/03/04 - A     The Boeing Co. *BA*              097023105                          03/05/04             1,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John H. Biggs ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  Rozanne  L.  Ridgway,   John  E.
                          Bryson,  and John H. Biggs.  We  recommend  that
                          shareholders  WITHHOLD  votes  from  Rozanne  L.
                          Ridgway,  John E. Bryson,  and John H. Biggs for
                          failure to implement the board  declassification
                          and removal of the supermajority  vote provision
                          proposals.
                 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    Abstain                ShrHoldr
                       Conduct
                 6     Declassify the Board of Directors     Against    Against                ShrHoldr
                 7     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          As  a  matter  of  policy,   we  recommend  that
                          shareholders   vote  for  all   proposals   that
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders' best interest.
                 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
                          In this case,  although  the  company  has stock
                          ownership  guidelines that range from one to six
                          times  base  salary  (four  to  six  times  base
                          salary  for named  executive  officers),  in the
                          absence of any long-term  ownership  requirement
                          or  meaningful   retention   ratio  policy,   we
                          recommend a vote FOR this proposal.
                 10    Provide Employees Choice of Pension   Against    Against                ShrHoldr
                       Plans at Retirement or Termination


05/17/04 - A     The Charles Schwab Corp. *SCH*   808513105                          03/18/04             7,950
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/21/04 - A     The Coca-Cola Company *KO*       191216100                          02/23/04             6,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Herbert A. Allen ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Warren E.  Buffett.  We  recommend
                          that shareholders  WITHHOLD votes from Warren E.
                          Buffett for standing as an  affiliated  outsider
                          on the Audit Committee.
                 1.2   Elect Director Ronald W. Allen ---
                       For
                 1.3   Elect Director Cathleen P. Black
                       --- For
                 1.4   Elect Director Warren E. Buffett
                       --- Withhold
                 1.5   Elect Director Douglas N. Daft ---
                       For
                 1.6   Elect Director Barry Diller --- For
                 1.7   Elect Director Donald R. Keough ---
                       For
                 1.8   Elect Director Susan Bennett King
                       --- For
                 1.9   Elect Director Maria Elena
                       Lagomasino --- For
                 1.10  Elect Director Donald F. Mchenry
                       --- For
                 1.11  Elect Director Robert L. Nardelli
                       --- For
                 1.12  Elect Director Sam Nunn --- For
                 1.13  Elect Director J. Pedro Reinhard
                       --- For
                 1.14  Elect Director James D. Robinson
                       III --- For
                 1.15  Elect Director Peter V. Ueberroth
                       --- For
                 1.16  Elect Director James B. Williams
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Operational Impact of       For        For                    ShrHoldr
                       HIV/AIDS Pandemic
                 4     Report on Stock Option Distribution   Against    Abstain                ShrHoldr
                       by Race and Gender
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 6     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          We are concerned  with the  disparate  treatment
                          given  to  senior  executives.   Therefore,   we
                          recommend voting FOR the proposal.
                 7     Submit Executive Compensation to      Against    Against                ShrHoldr
                       Vote
                 8     Implement China Principles            Against    Against                ShrHoldr
                 9     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/12/04 - A     The Gap, Inc. *GPS*              364760108                          03/15/04             6,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Limit Executive Compensation          Against    Against                ShrHoldr


05/20/04 - A     The Gillette Co. *G*             375766102                          03/22/04             3,390
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward F. DeGraan
                       --- For
                 1.2   Elect Director Wilbur H. Gantz ---
                       For
                 1.3   Elect Director James M. Kilts ---
                       For
                 1.4   Elect Director Jorge Paulo Lemann
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Prohibit Auditor from Providing       Against    For                    ShrHoldr
                       Non-Audit Services
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 6     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


06/01/04 - A     The TJX Companies, Inc. *TJX*    872540109                          04/12/04             5,450
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Implement ILO Based Code of Conduct   Against    Abstain                ShrHoldr
                 4     Report on Vendor Standards            Against    Abstain                ShrHoldr
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr


05/20/04 - A     Tiffany & Co. *TIF*              886547108                          03/25/04             5,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     Time Warner Inc *TWX*            887317105                          03/23/04            16,845
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James L. Barksdale
                       --- For
                 1.2   Elect Director Stephen F.
                       Bollenbach --- For
                 1.3   Elect Director Stephen M. Case ---
                       For
                 1.4   Elect Director Frank J. Caufield
                       --- For
                 1.5   Elect Director Robert C. Clark ---
                       For
                 1.6   Elect Director Miles R. Gilburne
                       --- For
                 1.7   Elect Director Carla A. Hills ---
                       For
                 1.8   Elect Director Reuben Mark --- For
                 1.9   Elect Director Michael A. Miles ---
                       For
                 1.10  Elect Director Kenneth J. Novack
                       --- For
                 1.11  Elect Director Richard D. Parsons
                       --- For
                 1.12  Elect Director R. E. Turner --- For
                 1.13  Elect Director Francis T. Vincent,
                       Jr. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt China Principles                Against    Against                ShrHoldr
                 4     Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Due to  escalating  executive  pay and the  fact
                          that the report  requested  will shed some light
                          on company's  pay  practices  and  policies,  we
                          believe that this proposal warrants  shareholder
                          approval.


05/12/04 - A     Tribune Co. *TRB*                896047107                          03/17/04             2,550
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeffrey Chandler ---
                       For
                 1.2   Elect Director William A. Osborn
                       --- For
                 1.3   Elect Director Kathryn C. Turner
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 12.74  percent is above the allowable cap for
                          this company of 6.63 percent.


05/05/04 - A     Triton PCS Holdings, Inc.        89677M106                          03/10/04             4,850
                 *TPC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     U.S. Bancorp *USB*               902973304                          02/26/04             3,500
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Victoria Buyniski
                       Gluckman --- Withhold
                          We   recommend   withholding   votes   from  all
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes   from   independent   outsider
                          Richard G.  Reiten for poor  attendance  and for
                          failure to implement  the  "declassification  of
                          the  board"   shareholder   proposal.   We  also
                          recommend that shareholders  WITHHOLD votes from
                          independent  outsiders Thomas E. Petry, Jerry W.
                          Levin,  Arthur D.  Collins,  Jr.,  and  Victoria
                          Buyniski  Gluckman for failure to implement  the
                          "declassification   of  the  board"  shareholder
                          proposal.
                 1.2   Elect Director Arthur D. Collins,
                       Jr. --- Withhold
                 1.3   Elect Director Jerry W. Levin ---
                       Withhold
                 1.4   Elect Director Thomas E. Petry ---
                       Withhold
                 1.5   Elect Director Richard G. Reiten
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  do  like  some  of  the   elements   of  the
                          proposal,  such  as  granting  restricted  stock
                          based on  achievement  of  performance  criteria
                          and  vesting   requirement  of  at  least  three
                          years.   By    establishing    minimum   vesting
                          provisions,   shareholders   are  assured   that
                          executives   who   received   stock  grants  are
                          retained  in the company  and are  committed  to
                          maximize   stock  returns  over  the  long-term.
                          However,  due to the  fact  that  the  proponent
                          asks  for a  complete  substitution  of  options
                          with restricted  stock, we believe this proposal
                          is  unduly   restrictive.           Furthermore,
                          setting  maximum  severance  payment  for senior
                          executives  to one year's  salary and bonus,  is
                          lower than the generally accepted standards.  We
                          believe  that  a  reasonable  maximum  severance
                          payment  to a senior  executive  is three  times
                          the annual  salary and bonus.          While  we
                          do like the  proposals  pertaining to restricted
                          stock and enhanced disclosure,  the structure of
                          the executive compensation,  as evidenced by the
                          reasonable CEO pay,  performance-based  bonuses,
                          and  reasonable  severance  multiples,  does not
                          warrant  the   proposed   changes  in  executive
                          compensation.
                 4     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          Due  to  poor  disclosure,  it is  difficult  to
                          assess other  post-employment  benefits provided
                          for  the  company's  executives  and  comparable
                          SERP packages at peer  companies.  Although most
                          terms of the SERP seem reasonable,  we found the
                          CEO's  preferential final average salary formula
                          to  alter  the  size  of  the  CEO's  retirement
                          package.Tthe  potential  increase  in  the  SERP
                          payout due to  existing  and  future  restricted
                          stock grants  raises a  questionable  incentive.
                          Given  the  potential  size of the  benefits  in
                          question,  we think that a  shareholder  vote on
                          the  SERP is  warranted  as a part of a  "checks
                          and balances"  system to ensure  reasonable SERP
                          terms for future agreements.
                 5     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          Supermajority vote requirements  generally serve
                          to  lock  in  provisions  that  are  harmful  to
                          shareholders.  Requiring approval of more than a
                          simple   majority  of  the  voting   shares  may
                          entrench  management by preventing  actions that
                          may  benefit   shareholders,such  as  precluding
                          proxy  contests and potential  takeover bids. As
                          a  result,   we  believe   that  this   proposal
                          warrants shareholder support.


05/06/04 - A     United Parcel Service, Inc.      911312106                          03/08/04             3,100
                 *UPS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/14/04 - A     United Technologies Corp.        913017109                          02/17/04             2,990
                 *UTX*
                 1     Elect Directors                       For        For                    Mgmt
                 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    Against                ShrHoldr


05/12/04 - A     UnitedHealth Group               91324P102                          03/15/04             8,250
                 Incorporated *UNH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          We  support  the  general  principle  motivating
                          this  non-binding   proposal.  In  the  wake  of
                          financial   reporting   problems  and  excessive
                          executive  compensation  at companies like Enron
                          Corp.,  Worldcom  Inc.,  and Tyco  International
                          Ltd.,   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.
                 4     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.  This proposal is too  restrictive,
                          and does not warrant shareholder approval.


05/12/04 - A     Univision Communications Inc.    914906102                          03/15/04             5,600
                 *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  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


05/27/04 - A     VeriSign Inc *VRSN*              92343E102                          03/29/04             5,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Verizon Communications *VZ*      92343V104                          03/01/04             3,950
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Require Majority of Independent       Against    Against                ShrHoldr
                       Directors on Board
                          Because  the  company   already   satisfies  our
                          guidelines  on  independence   and  has  already
                          established  a formal  independence  policy that
                          goes  above  and  beyond  our  requirements,  we
                          believe  that  this  proposal  does not  warrant
                          shareholder support.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    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.
                 7     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          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
                          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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          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
                          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.


05/19/04 - A     Viacom Inc. *VIA*                925524308                          03/22/04            11,943
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director George S. Abrams ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of insiders Mel  Karmazin,  Sumner M.
                          Redstone  and  Shari  Redstone,  and  affiliated
                          outsiders   William   Schwartz,    Frederic   V.
                          Salerno,  George S. Abrams,  Alan C.  Greenberg,
                          Philippe  P.  Dauman and David R.  Andelman.  We
                          recommend that shareholders  WITHHOLD votes from
                          Mel   Karmazin   for  failure  to   establish  a
                          majority  independent  board, and from Sumner M.
                          Redstone  and Shari  Redstone  for  standing  as
                          insiders  on the  Nominating  Committee  and for
                          failure  to  establish  a  majority  independent
                          board.  We  also  recommend  that   shareholders
                          WITHHOLD  votes from  Frederic  V.  Salerno  for
                          standing as an affiliated  outsider on the Audit
                          and Compensation committees,  and for failure to
                          establish a majority  independent board. We also
                          recommend   WITHHOLDING   votes   from   William
                          Schwartz for standing as an affiliated  outsider
                          on the Compensation  and Nominating  committees,
                          and  for   failure  to   establish   a  majority
                          independent   board.    Lastly,   we   recommend
                          WITHHOLDING  votes  from  George S.  Abrams  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating   Committee   and  for   failure   to
                          establish a majority independent board.
                 1.2   Elect Director David R. Andelman
                       --- Withhold
                 1.3   Elect Director Joseph A. Califano,
                       Jr. --- For
                 1.4   Elect Director William S. Cohen ---
                       For
                 1.5   Elect Director Philippe P. Dauman
                       --- Withhold
                 1.6   Elect Director Alan C. Greenberg
                       --- Withhold
                 1.7   Elect Director Mel Karmazin ---
                       Withhold
                 1.8   Elect Director Jan Leschly --- For
                 1.9   Elect Director David T. McLaughlin
                       --- For
                 1.10  Elect Director Shari Redstone ---
                       Withhold
                 1.11  Elect Director Sumner M. Redstone
                       --- Withhold
                 1.12  Elect Director Frederic V. Salerno
                       --- Withhold
                 1.13  Elect Director William Schwartz ---
                       Withhold
                 1.14  Elect Director Patty Stonesifer ---
                       For
                 1.15  Elect Director Robert D. Walter ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


06/04/04 - A     Wal-Mart Stores, Inc. *WMT*      931142103                          04/05/04            16,650
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James W. Breyer ---
                       For
                 1.2   Elect Director M. Michele Burns ---
                       For
                 1.3   Elect Director Thomas M. Coughlin
                       --- For
                 1.4   Elect Director David D. Glass ---
                       For
                 1.5   Elect Director Roland A. Hernandez
                       --- For
                 1.6   Elect Director Dawn G. Lepore ---
                       For
                 1.7   Elect Director John D. Opie --- For
                 1.8   Elect Director J. Paul Reason ---
                       For
                 1.9   Elect Director H. Lee Scott, Jr.
                       --- For
                 1.10  Elect Director Jack C. Shewmaker
                       --- For
                 1.11  Elect Director Jose H. Villarreal
                       --- For
                 1.12  Elect Director John T. Walton ---
                       For
                 1.13  Elect Director S. Robson Walton ---
                       For
                 1.14  Elect Director Christopher J.
                       Williams --- For
                 2     Approve Stock Option Plan             For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 7     Prepare Sustainability Report         Against    Against                ShrHoldr
                 8     Report on Stock Option Distribution   Against    Abstain                ShrHoldr
                       by Race and Gender
                 9     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)
                 10    Prepare Diversity Report              Against    Abstain                ShrHoldr
                 11    Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          We  acknowledge  the tax  benefits  arising from
                          deferring   executive   compensation.   However,
                          paying  above-market  interest rates on deferred
                          compensation  is not "best practice" and results
                          in  an  additional   expense  to   shareholders.
                          According to an Executive  Benefits Survey (2003
                          Results)  published  by Clark  Consulting,  only
                          seven   percent   of   the   227   participating
                          companies  provided  a bonus  rate  above  their
                          base earnings  rate. In addition,  the increment
                          formula for long term  participating in the plan
                          is  unique  and  quite   generous.   We  believe
                          shareholders   may   benefit   from  having  the
                          opportunity  to make their own evaluation of the
                          deferred compensation packages,  especially when
                          such plans contain unique  features  beyond best
                          practice.


06/28/04 - S     WellPoint Health Networks Inc.   94973H108                          05/10/04             1,150
                 *WLP*
                 1     Approve Merger Agreement              For        For                    Mgmt


04/27/04 - A     Wells Fargo & Company *WFC*      949746101                          03/09/04             1,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J.A. Blanchard III
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of affiliated  outsiders  Michael W.
                          Wright,  Judith M. Runstad,  and Donald B. Rice.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Judith  M.  Runstad  for  standing  as  an
                          affiliated  outsider  on  the  Audit  Committee,
                          Michael  W.   Wright  and  Donald  B.  Rice  for
                          standing as  affiliated  outsiders  on the Human
                          Resources    and    Governance    &   Nominating
                          committees.
                 1.2   Elect Director Susan E. Engel ---
                       For
                 1.3   Elect Director Enrique Hernandez,
                       Jr. --- For
                 1.4   Elect Director Robert L. Joss ---
                       For
                 1.5   Elect Director Reatha Clark King
                       --- For
                 1.6   Elect Director Richard M.
                       Kovacevich --- For
                 1.7   Elect Director Richard D. McCormick
                       --- For
                 1.8   Elect Director Cynthia H. Milligan
                       --- For
                 1.9   Elect Director Philip J. Quigley
                       --- For
                 1.10  Elect Director Donald B. Rice ---
                       Withhold
                 1.11  Elect Director Judith M. Runstad
                       --- Withhold
                 1.12  Elect Director Stephen W. Sanger
                       --- For
                 1.13  Elect Director Susan G. Swenson ---
                       For
                 1.14  Elect Director Michael W. Wright
                       --- Withhold
                 2     Approve Retirement Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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  other
                          forms of  compensation  to  better  reflect  the
                          company's  true earnings and provide  additional
                          discipline  against  overuse.   Moreover,   this
                          proposal   received  majority  support  at  last
                          year's meeting.
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Link Executive Compensation to        Against    Against                ShrHoldr
                       Social Issues
                 7     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/19/04 - A     Williams-Sonoma, Inc. *WSM*      969904101                          03/29/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Wyeth *WYE*                      983024100                          03/12/04             6,650
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Drug Pricing                Against    Against                ShrHoldr
                 4     Amend Animal Testing Policy           Against    Against                ShrHoldr


05/21/04 - A     Yahoo!, Inc. *YHOO*              984332106                          03/25/04             9,350
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Terry S. Semel ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from insiders Terry S. Semel and
                          Jerry Yang,  affiliated  outsider  Eric Hippeau,
                          and   independent   outsiders  Gary  L.  Wilson,
                          Edward R.  Kozel,  Robert A.  Kotick,  Arthur H.
                          Kern,  Ronald W.  Burkle and Roy J.  Bostock for
                          failing  to remove a  dead-hand,  slow-hand,  or
                          similar feature in the company's poison pill.
                 1.2   Elect Director Jerry Yang ---
                       Withhold
                 1.3   Elect Director Roy J. Bostock ---
                       Withhold
                 1.4   Elect Director Ronald W. Burkle ---
                       Withhold
                 1.5   Elect Director Eric Hippeau ---
                       Withhold
                 1.6   Elect Director Arthur H. Kern ---
                       Withhold
                 1.7   Elect Director Robert A. Kotick ---
                       Withhold
                 1.8   Elect Director Edward R. Kozel ---
                       Withhold
                 1.9   Elect Director Gary L. Wilson ---
                       Withhold
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/10/04 - A     Zimmer Holdings Inc *ZMH*        98956P102                          03/15/04             3,050
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Larry C. Glasscock
                       --- Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  independent  outsiders John L.  McGoldrick
                          and Larry C.  Glasscock for failure to implement
                          the  proposal  to submit  the  company's  poison
                          pill to a shareholder vote.
                 1.2   Elect Director John L. McGoldrick
                       --- Withhold
                 2     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In  this  case,   the  company's  pill  was  not
                          approved  by  shareholders,  nor does it  embody
                          the  features  that we  recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder vote.
                 3     Ratify Auditors                       Against    For                    ShrHoldr
                          We  can  see  no   compelling   reason  why  the
                          company's  shareholders  should not be given the
                          right  to  a  non-binding  ratification  of  the
                          independent  auditor  selected by the  company's
                          audit committee.






                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT LARGE CAP VALUE FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

08/27/03 - A     Computer Associates               204912109                         07/02/03            79,700
                 International, Inc. *CA*
                 1      Elect Directors                       For        For
                 2      Approve Non-Employee Director         For        For
                        Omnibus Stock Plan
                 3      Ratify Auditors                       For        For


08/11/03 - A     Computer Sciences Corporation     205363104                         06/13/03            17,300
                 *CSC*
                 1      Elect Directors                       For        For


09/29/03 - A     FedEx Corporation *FDX*           31428X106                         08/04/03            21,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director August A. Busch IV
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of George J.  Mitchell.  We  recommend
                          that  shareholders  WITHHOLD votes from George J.
                          Mitchell for standing as an  affiliated  outsider
                          on the Compensation and Nominating Committees.
                 1.2    Elect Director John A. Edwardson
                        --- For
                 1.3    Elect Director George J. Mitchell
                        --- Withhold
                 1.4    Elect Director Joshua I. Smith ---
                        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposal
                 4      Declassify the Board of Directors     Against    Against


09/22/03 - A     General Mills, Inc. *GIS*         370334104                         07/24/03            37,900
                 1      Elect Directors                       For        For
                 1.1    Elect Director Stephen R. Demeritt
                        --- For
                 1.2    Elect Director Livio D. DeSimone
                        --- For
                 1.3    Elect Director William T. Esrey ---
                        For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Judith Richards Hope
                        --- For
                 1.6    Elect Director Robert L. Johnson
                        --- For
                 1.7    Elect Director John M. Keenan ---
                        For
                 1.8    Elect Director Heidi G. Miller ---
                        For
                 1.9    Elect Director Hilda
                        Ochoa-Brillembourg --- For
                 1.10   Elect Director Stephen W. Sanger
                        --- For
                 1.11   Elect Director A. Michael Spence
                        --- For
                 1.12   Elect Director Dorothy A. Terrell
                        --- For
                 1.13   Elect Director Raymond G. Viault
                        --- For
                 1.14   Elect Director Paul S. Walsh --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For


07/30/03 - A     McKesson Corp. *MCK*              58155Q103                         06/03/03            80,200
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                        Shareholder Proposal
                 3      Submit Severance Agreement            Against    For
                        (Change-in-Control) to Shareholder
                        Vote


07/30/03 - A     Vodafone Group PLC                92857W100                         None                86,600
                 1      Accept Financial Statements and       For        For
                        Statutory Reports
                 2      Approve Remuneration Report           For        For
                 3      Reelect Lord MacLaurin of Knebworth   For        For
                        as Director
                 4      Reelect Kenneth Hydon as Director     For        For
                 5      Reelect Thomas Geitner as Director    For        For
                 6      Reelect Alec Broers as Director       For        For
                 7      Reelect Juergen Schrempp as Director  For        For
                 8      Elect John Buchanan as Director       For        For
                 9      Approve Final Dividend of 0.8983      For        For
                        Pence Per Share
                 10     Ratify Deloitte and Touche as         For        For
                        Auditors
                 11     Authorize Board to Fix Remuneration   For        For
                        of Auditors
                 12     Authorize EU Political Donations up   For        For
                        to GBP 100,000
                 13     Authorize Issuance of Equity or       For        For
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of USD 900,000,000
                 14     Authorize Issuance of Equity or       For        For
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of USD 340,000,000
                 15     Authorize 6,800,000,000 Shares for    For        For
                        Share Repurchase Program




                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT LARGE CAP VALUE 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            22,565
                 1      Increase Authorized Common Stock      For        For


12/11/03 - A     AutoZone, Inc. *AZO*              053332102                         10/14/03             7,600
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/11/03 - A     Cisco Systems, Inc. *CSCO*        17275R102                         09/12/03            85,900
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposals
                 4      Report on Company Products Used by    Against    Against
                        the Government to Monitor the
                        Internet
                 5      Report on Pay Disparity               Against    Against


10/28/03 - S     First Data Corp. *FDC*            319963104                         09/08/03            47,000
                 1      Approve Merger Agreement              For        For


11/25/03 - A     Fox Entertainment Group, Inc.     35138T107                         09/29/03            71,200
                 *FOX*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director K. Rupert Murdoch,
                        AC --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of insiders Lachlan K. Murdoch,  Arthur
                          M. Siskind,  David F. DeVoe,  Peter Chernin,  and
                          K.  Rupert   Murdoch,   AC.  We  recommend   that
                          shareholders   WITHHOLD  votes  from  Lachlan  K.
                          Murdoch,  Arthur M.  Siskind  and David F.  DeVoe
                          for   failure   to   establish   an   independent
                          nominating  committee.  We  also  recommend  that
                          shareholders  WITHHOLD  votes from Peter  Chernin
                          and K. Rupert  Murdoch  for  standing as insiders
                          on the Compensation  Committee and for failure to
                          establish an independent nominating committee.
                 1.2    Elect Director Peter Chernin ---
                        Withhold
                 1.3    Elect Director David F. DeVoe ---
                        Withhold
                 1.4    Elect Director Arthur M. Siskind
                        --- Withhold
                 1.5    Elect Director Lachlan K. Murdoch
                        --- Withhold
                 1.6    Elect Director Christos M. Cotsakos
                        --- For
                 1.7    Elect Director Thomas W. Jones ---
                        For
                 1.8    Elect Director Peter Powers --- For
                 2      Ratify Auditors                       For        For


10/24/03 - A     Harris Corp. *HRS*                413875105                         08/29/03            48,200
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/11/03 - A     Microsoft Corp. *MSFT*            594918104                         09/12/03            67,900
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William H. Gates,
                        III --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of Jon A.  Shirley.  We recommend  that
                          shareholders  WITHHOLD  votes from Jon A. Shirley
                          for  standing  as an  affiliated  outsider on the
                          Audit Committee.
                 1.2    Elect Director Steven A. Ballmer
                        --- For
                 1.3    Elect Director James I. Cash, Jr.,
                        Ph.D. --- For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Ann McLaughlin
                        Korologos --- For
                 1.6    Elect Director David F. Marquardt
                        --- For
                 1.7    Elect Director Charles H. Noski ---
                        For
                 1.8    Elect Director Dr. Helmut Panke ---
                        For
                 1.9    Elect Director Wm. G. Reed, Jr. ---
                        For
                 1.10   Elect Director Jon A. Shirley ---
                        Withhold
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Non-Employee Director Stock     For        For
                        Option Plan
                        Shareholder Proposal
                 4      Refrain from Giving Charitable        Against    Against
                        Contributions


10/13/03 - A     Oracle Corp. *ORCL*               68389X105                         08/21/03            63,000
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For
                 4      Amend Non-Employee Director Omnibus   For        For
                        Stock Plan
                        Shareholder Proposal
                 5      Implement China Principles            Against    Against


10/14/03 - A     The Procter & Gamble Company      742718109                         08/01/03            20,900
                 *PG*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan
                        Shareholder Proposals
                 4      Declassify the Board of Directors     Against    Against
                 5      Label Genetically Engineered Foods    Against    Against





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT LARGE CAP VALUE FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/24/04 - A     Applied Materials, Inc. *AMAT*    038222105                         01/30/04            46,100
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For


03/17/04 - S     Bank of America Corp. *BAC*       060505104                         01/26/04            80,200
                 1      Approve Merger Agreement              For        For
                 2      Amend Omnibus Stock Plan              For        For
                 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.


01/22/04 - A     BJ Services Company *BJS*         055482103                         12/05/03            19,200
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Foreign Operations Risk     Against    Against


01/09/04 - S     Countrywide Financial Corp.       222372104                         11/28/03            23,300
                 *CFC*
                 1      Increase Authorized Common Stock      For        For


02/03/04 - A     Emerson Electric Co. *EMR*        291011104                         11/24/03             8,500
                 1      Elect Directors                       For        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      Ratify Auditors                       For        For


03/31/04 - A     Freddie Mac *FRE*                 313400301                         02/20/04            38,700
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/17/04 - A     Hewlett-Packard Co. *HPQ*         428236103                         01/20/04           134,500
                 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
                 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  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.


01/28/04 - A     Johnson Controls, Inc. *JCI*      478366107                         11/20/03            14,200
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert L. Barnett
                        --- For
                 1.2    Elect Director Willie D. Davis ---
                        For
                 1.3    Elect Director Jeffrey A. Joerres
                        --- For
                 1.4    Elect Director Richard F. Teerlink
                        --- For
                 2      Ratify Auditors                       For        For
                 3      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.
                 4      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.
                 5      Approve Non-Employee Director Stock   For        For
                        Option Plan
                          The  total  cost of the  company's  plans of 3.20
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.
                 6      Amend Restricted Stock Plan           For        For
                          The  total  cost of the  company's  plans of 3.58
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.


03/25/04 - A     Nokia Corp.                       654902204                         01/30/04            26,801
                        Meeting for Holders of ADRs
                 1      APPROVAL OF THE INCOME STATEMENTS     For        For
                        AND THE BALANCE SHEETS.
                 2      APPROVAL OF A DIVIDEND OF EUR 0.30    For        For
                        PER SHARE.
                 3      APPROVAL OF THE DISCHARGE OF THE      For        For
                        CHAIRMAN, THE MEMBERS OF THE BOARD
                        OF DIRECTORS AND THE PRESIDENT FROM
                        LIABILITY.
                 4      Elect Directors                       For        For
                 5      Ratify Auditors                       For        For
                 6      APPROVAL OF THE PROPOSAL OF THE       For        For
                        BOARD TO REDUCE THE SHARE CAPITAL
                        THROUGH CANCELLATION OF NOKIA
                        SHARES HELD BY THE COMPANY
                 7      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO INCREASE THE SHARE
                        CAPITAL OF THE COMPANY.
                 8      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO REPURCHASE NOKIA
                        SHARES.
                 9      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO DISPOSE NOKIA SHARES
                        HELD BY THE COMPANY.
                 10     APPROVAL OF THE PROPOSAL OF THE       For        For
                        BOARD TO INCREASE THE CAPITAL OF
                        THE FOUNDATION OF NOKIA CORPORATION.
                 11     MARK THE FOR BOX IF YOU WISH TO       None       Against
                        INSTRUCT THE DEPOSITARY TO GIVE A
                        PROXY TO ANY ONE OF MARIANNA
                        UOTINEN-TARKOMA, ESA KAUNISTOLA,
                        BOTH LEGAL COUNSELS OF NOKIA
                        CORPORATION, TO AUTHORIZE ANY OF
                        THEM (WITH FULL POWER OF
                        SUBSTITUTION) TO VOTE, IN THEIR
                        DISCR


03/31/04 - A     The Goldman Sachs Group, Inc.     38141G104                         02/02/04            14,200
                 *GS*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Declassify the Board of Directors     Against    Against


03/19/04 - S     The St. Paul Travelers            792860108                         02/06/04            23,325
                 Companies, Inc. *STA*
                 1      Issue Shares in Connection with a     For        For
                        Merger Agreement
                 2      Amend Bylaws                          For        For
                 3      Amend Articles                        For        For
                 4      Reduce Supermajority Vote             For        For
                        Requirement


03/03/04 - A     The Walt Disney Company *DIS*     254687106                         01/16/04            82,200
                 1      Elect Directors                       For        Split
                 1.1    Elect Director John E. Bryson ---
                        For
                          At the end of the day,  all  roads  lead  back to
                          Eisner.  For 20 years Disney's revolving door for
                          board   members  and   management   has  had  one
                          constant ' Mr. Eisner.  The boardroom battles and
                          management   departures,   which   pre-date   the
                          Disney/Gold    campaign,    are    disappointing,
                          expensive,  distracting,  and  not  in  the  best
                          interest  of  shareholders.  If there were ever a
                          case for  separating  the roles of  Chairman  and
                          CEO,  this  company  is the  poster  child.  Were
                          there a  shareholder  proposal  on the  ballot to
                          separate  those roles,  we would  support it. The
                          withhold  vote  recommendation  on Mr.  Eisner is
                          meant as a signal  to try a  little  harder,  not
                          just on paper.  The  structural  changes  adopted
                          recently  at Disney are too new and too  untested
                          for   investors  to  know  whether   they'll  get
                          traction over time. We believe that  shareholders
                          will be best served by cracking  opening the door
                          to the boardroom.  In a year's time, we'll have a
                          better  idea if the  recent  reforms  have  taken
                          hold. If not,  shareholders may be best served by
                          boardroom  change.        ISS  recommends  a vote
                          FOR  the  directors  with  the  exception  of Mr.
                          Eisner for whom we recommend a WITHHOLD vote.
                 1.2    Elect Director John S. Chen --- For
                 1.3    Elect Director Michael D. Eisner
                        --- Withhold
                 1.4    Elect Director Judith L. Estrin ---
                        For
                 1.5    Elect Director Robert A. Iger ---
                        For
                 1.6    Elect Director Aylwin B. Lewis ---
                        For
                 1.7    Elect Director Monica C. Lozano ---
                        For
                 1.8    Elect Director Robert W.
                        Matschullat --- For
                 1.9    Elect Director George J. Mitchell
                        --- For
                 1.10   Elect Director Leo J. O'Donovan,
                        S.J. --- For
                 1.11   Elect Director Gary L. Wilson ---
                        For
                 2      Ratify Auditors                       For        For
                 3      China Principles                      Against    Against
                 4      Report on Supplier Labor Standards    Against    Against
                        in China
                 5      Report on Amusement Park Safety       Against    Abstain


03/25/04 - A     Tyco International Ltd. *TYC*     902124106                         03/25/04            87,100
                        Meeting for Holders of ADRs
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      ADOPTION OF THE AMENDED AND           For        For
                        RESTATED BYE-LAWS.
                 4      APPROVAL OF TYCO 2004 STOCK AND       For        For
                        INCENTIVE PLAN.
                 5      SHAREHOLDER PROPOSAL REGARDING        For        For
                        ENVIRONMENTAL REPORTING.
                 6      SHAREHOLDER PROPOSAL TO CHANGE TYCO   Against    Against
                        S JURISDICTION OF INCORPORATION
                        FROM BERMUDA TO A U.S. STATE.
                 7      SHAREHOLDER PROPOSAL ON COMMON        Against    Against
                        SENSE EXECUTIVE COMPENSATION.





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT LARGE CAP VALUE FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

04/23/04 - A     Abbott Laboratories *ABT*        002824100                          02/25/04            10,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Drug Pricing                          Against    Against                ShrHoldr
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/30/04 - A     Aetna Inc. *AET*                 00817Y108                          02/27/04            17,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Betsy Z. Cohen ---
                       For
                 1.2   Elect Director Barbara Hackman
                       Franklin --- For
                 1.3   Elect Director Jeffrey E. Garten
                       --- For
                 1.4   Elect Director Earl G. Graves ---
                       For
                 1.5   Elect Director Gerald Greenwald ---
                       For
                 1.6   Elect Director Ellen M. Hancock ---
                       For
                 1.7   Elect Director Michael H. Jordan
                       --- For
                 1.8   Elect Director Jack D. Kuehler ---
                       For
                 1.9   Elect Director Edward J. Ludwig ---
                       For
                 1.10  Elect Director Joseph P. Newhouse
                       --- For
                 1.11  Elect Director Judith Rodin --- For
                 1.12  Elect Director John W. Rowe, M.D.
                       --- For
                 1.13  Elect Director Ronald A. Williams
                       --- For
                 1.14  Elect Director R. David Yost --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  believe  that  the  Compensation  Committee,
                          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,
                          we believe this proposal is too restrictive,  as
                          it  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.


04/22/04 - A     Alcan Inc. *AL.*                 013716105                          03/03/04            16,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director R. Berger ---
                       Withhold
                          We recommend  withholding  votes from Mr. Berger
                          due to his poor board meeting attendance.
                 1.2   Elect Director L.D. Desautels ---
                       For
                 1.3   Elect Director T. Engen --- For
                 1.4   Elect Director L.Y. Fortier --- For
                 1.5   Elect Director J.P. Jacamon --- For
                 1.6   Elect Director W.R. Loomis --- For
                 1.7   Elect Director Y. Mansion --- For
                 1.8   Elect Director C. Morin-Postel ---
                       For
                 1.9   Elect Director J.E. Newall --- For
                 1.10  Elect Director G. Saint-Pierre ---
                       For
                 1.11  Elect Director G. Schulmeyer --- For
                 1.12  Elect Director P.M. Tellier --- For
                 1.13  Elect Director M.K. Wong --- For
                 2     Approve Auditors and Authorize        For        For                    Mgmt
                       Board to Fix Remuneration of
                       Auditors


04/30/04 - A     Alcoa Inc. *AA*                  013817101                          02/02/04            51,500
                 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
                 3     Report on Pay Disparity               Against    Abstain                ShrHoldr
                 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,  we
                          find   the   proposal   in  this   case   overly
                          restrictive and recommend voting AGAINST it.


04/22/04 - A     ALLTEL Corp. *AT*                020039103                          02/24/04            22,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Ammend EEO - Sexual Orientation       Against    Abstain                ShrHoldr


04/29/04 - A     Altria Group, Inc. *MO*          02209S103                          03/08/04            59,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Product Warnings for        Against    Against                ShrHoldr
                       Pregnant Women
                 4     Report on Health Risks Associated     Against    Against                ShrHoldr
                       with Cigarette Filters
                 5     Political Contributions/Activities    Against    Against                ShrHoldr
                 6     Cease Use of Light and Ultra Light    Against    Against                ShrHoldr
                       in Cigarette Marketing
                 7     Place Canadian Style Warnings on      Against    Against                ShrHoldr
                       Cigarette Packaging
                 8     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/26/04 - A     American Express Co. *AXP*       025816109                          02/27/04            49,800
                 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,  we take 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 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.


05/19/04 - A     American International Group,    026874107                          03/26/04            58,800
                 Inc. *AIG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Divest from Tobacco Equities          Against    Against                ShrHoldr
                 7     Link Executive Compensation to        Against    Against                ShrHoldr
                       Predatory Lending


06/28/04 - S     Anthem Inc. *ATH*                03674B104                          05/10/04            18,800
                 1     Issue Shares in Connection with an    For        For                    Mgmt
                       Acquisition
                 2     Change Company Name                   For        For                    Mgmt


05/06/04 - A     Apache Corp. *APA*               037411105                          03/17/04            45,130
                 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    Against                ShrHoldr


05/19/04 - A     AT&T Wireless Services, Inc.     00209A106                          03/22/04           105,200
                 *AWE*
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Nobuharu Ono --- For
                 2.2   Elect Director Carolyn M. Ticknor
                       --- For
                 2.3   Elect Director John D. Zeglis ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   compensation   committee  is  composed  of
                          entirely of independent  directors and currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          compensation    committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent   that  the   company's   compensation
                          program should utilize  justifiable  performance
                          criteria,  the  proposed  caps and  restrictions
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.
                 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     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


04/28/04 - A     Baker Hughes Incorporated        057224107                          03/03/04            45,500
                 *BHI*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Edward P. Djerejian
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes  from   independent   outsiders
                          Charles  L.  Watson,  H. John  Riley,  Jr.,  and
                          Edward P.  Djerejian  for  failure to  implement
                          the board declassification proposal.
                 1.2   Elect Director H. John Riley, Jr.
                       --- Withhold
                 1.3   Elect Director Charles L. Watson
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Baker Hughes does not have a rights  plan.  Last
                          year the board  adopted a policy that any future
                          poison  pill must be  ratified  by  shareholders
                          either at the time of  adoption  or, if  advised
                          by a committee of independent directors,  within
                          a year of  adoption  or else the pill  will then
                          expire.  We believe  that such a policy  strikes
                          an  appropriate   balance  between  the  board's
                          exercise  of its  fiduciary  duty and the rights
                          of  shareholders to ensure that a future pill is
                          not used in an abusive fashion.


05/26/04 - A     Bank of America Corp. *BAC*      060505104                          04/07/04            80,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William Barnet, III
                       --- For
                 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 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
                 6     Establish Independent Committee to    Against    Against                ShrHoldr
                       Review Mutual Fund Policy
                          In  view  of  the  company's   efforts  and  the
                          disclosure  expected  with the final  settlement
                          agreement,  we do not support  this  proposal at
                          this time.
                 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            48,600
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Basf Ag                          055262505                          03/23/04            19,400
                       Meeting for Holders of ADRs
                 1     ADOPTION OF A RESOLUTION ON THE       For        For                    Mgmt
                       APPROPRIATION OF PROFIT
                 2     ADOPTION OF A RESOLUTION GIVING       For        For                    Mgmt
                       FORMAL APPROVAL TO THE ACTIONS OF
                       THE SUPERVISORY BOARD
                 3     ADOPTION OF A RESOLUTION GIVING       For        For                    Mgmt
                       FORMAL APPROVAL TO THE ACTIONS OF
                       THE BOARD OF EXECUTIVE DIRECTORS
                 4     ELECTION OF AN AUDITOR FOR THE        For        For                    Mgmt
                       FINANCIAL YEAR 2004
                 5     AUTHORIZATION TO BUY BACK SHARES      For        For                    Mgmt
                       AND TO PUT THEM TO FURTHER USE
                       INCLUDING THE AUTHORIZATION TO
                       REDEEM BOUGHT-BACK SHARES AND
                       REDUCE CAPITAL
                 6     AUTHORIZATION TO ACQUIRE OUR OWN      For        Against                Mgmt
                       SHARES USING DERIVATIVE FINANCIAL
                       INSTRUMENTS
                          The use of an  independent  qualified  financial
                          intermediary  and a restriction on the number or
                          shares that could be  repurchased in this manner
                          would  reduce risk.  Considering  the absence of
                          any    indication    that    either   of   these
                          restrictions   would  apply,   we  consider  the
                          potential   risks  to  outweigh  the   potential
                          benefits.          We  recommend a vote  against
                          this  resolution  on the  basis  that  it  would
                          allow the board to use a  speculative  financial
                          instrument without sufficient safeguards.
                 7     RESOLUTION ON THE CANCELLATION OF     For        For                    Mgmt
                       EXISTING AND THE CREATION OF NEW
                       AUTHORIZED CAPITAL AND AMENDMENT OF
                       THE ARTICLES OF ASSOCIATION
                 8     APPROVAL OF A CONTROL AND PROFIT      For        For                    Mgmt
                       AND LOSS TRANSFER AGREEMENT


04/26/04 - A     Bellsouth Corp. *BLS*            079860102                          03/08/04            65,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should utilize justifiable  performance criteria
                          and  challenging  performance  benchmarks,   the
                          proposed  caps  on   restricted   stock  grants,
                          severance  payments,  salary and bonus, would be
                          unduly  restrictive.  Thus,  we do  not  support
                          this proposal.
                 6     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to determine the CEO's pay based on
                          a  number  of  factors,   rather  then  have  an
                          arbitrary    cap   to   determine    the   CEO's
                          compensation.    While   we    understand    the
                          proponents'  concerns with  escalating  CEO pay,
                          we  believe  that  the  proposed  cap  would  be
                          unduly  restrictive.  Thus,  we do  not  support
                          this proposal.
                 7     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


06/24/04 - A     Best Buy Co., Inc. *BBY*         086516101                          04/26/04            15,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


04/15/04 - A     BP PLC (Form. Bp Amoco Plc )     055622104                          02/23/04            42,100
                       Meeting for Holders of ADRs
                 1     Elect Directors                       For        For                    Mgmt
                 2     TO ELECT MR A BURGMANS AS A DIRECTOR  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     TO AMEND THE ARTICLES OF              For        For                    Mgmt
                       ASSOCIATION OF THE COMPANY
                 5     TO GIVE AUTHORITY TO ALLOT SHARES     For        For                    Mgmt
                       UP TO A SPECIFIED AMOUNT
                 6     SPECIAL RESOLUTION: TO GIVE           For        For                    Mgmt
                       AUTHORITY TO ALLOT A LIMITED NUMBER
                       OF SHARES FOR CASH WITHOUT MAKING
                       AN OFFER TO SHAREHOLDERS
                 7     SPECIAL RESOLUTION: TO GIVE LIMITED   For        For                    Mgmt
                       AUTHORITY FOR THE PURCHASE OF ITS
                       OWN SHARES BY THE COMPANY
                 8     TO AUTHORISE THE USE OF TREASURY      For        For                    Mgmt
                       SHARES FOR EMPLOYEE SHARE SCHEMES
                 9     TO APPROVE THE DIRECTORS              For        For                    Mgmt
                       REMUNERATION REPORT
                 10    TO DETERMINE THE LIMIT FOR THE        For        For                    Mgmt
                       AGGREGATE REMUNERATION OF THE
                       NON-EXECUTIVE DIRECTORS
                 11    TO RECEIVE THE DIRECTORS ANNUAL       For        For                    Mgmt
                       REPORT AND THE ACCOUNTS
                 12    SPECIAL SHAREHOLDER RESOLUTION: TO    Against    Against                ShrHoldr
                       INSTRUCT THE COMPANY TO PREPARE A
                       REPORT MAKING CERTAIN DISCLOSURES
                       ON MATTERS OF CONTROL AND RISK IN
                       PROTECTED AND SENSITIVE AREAS


05/04/04 - A     Bristol-Myers Squibb Co. *BMY*   110122108                          03/08/04            50,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Peter R. Dolan ---
                       For
                 1.2   Elect Director Louis V. Gerstner,
                       Jr. --- For
                 1.3   Elect Director Leif Johansson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 4     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       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.


04/21/04 - A     Burlington Northern Santa Fe     12189T104                          02/27/04            44,400
                 Corp. *BNI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Alan L. Boeckmann
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsiders   Marc  F.
                          Racicot  and  Vilma S.  Martinez.  We  recommend
                          that  shareholders  WITHHOLD  votes from Marc F.
                          Racicot and Vilma S.  Martinez  for  standing as
                          affiliated   outsiders  on  the   Directors  and
                          Corporate Governance Committee,  which serves as
                          the nominating committee.
                 1.2   Elect Director Vilma S. Martinez
                       --- Withhold
                 1.3   Elect Director Marc F. Racicot ---
                       Withhold
                 1.4   Elect Director Roy S. Roberts ---
                       For
                 1.5   Elect Director Matthew K. Rose ---
                       For
                 1.6   Elect Director Marc J. Shapiro ---
                       For
                 1.7   Elect Director J.C. Watts, Jr. ---
                       For
                 1.8   Elect Director Robert H. West ---
                       For
                 1.9   Elect Director J. Steven Whisler
                       --- For
                 1.10  Elect Director Edward E. Whitacre,
                       Jr. --- For
                 1.11  Elect Director Michael B. Yanney
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Burlington Resources Inc. *BR*   122014103                          02/23/04            12,700
                 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
                 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


04/14/04 - A     Caterpillar Inc. *CAT*           149123101                          02/17/04            34,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Although we commend  the  company for  approving
                          the  TIDE  provision  to  the  company's  rights
                          plan,  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.
                 5     Report on Equipment Sales to Israel   Against    Against                ShrHoldr
                          In  this  case,  we  agree  with  the  company's
                          statement on the issue.  While we recommend that
                          Caterpillar  continuously  review  the risks and
                          opportunities  associated  with each market that
                          the  company  operates  in,  it would be  overly
                          burdensome  and  potentially  costly to  monitor
                          and  respond  to issues  resulting  from the end
                          use of the company's products.  Further, we note
                          that Caterpillar  complies with current laws and
                          regulations regarding international  operations.
                          Additionally,    we   agree   that    government
                          officials and  organizations  can better address
                          the political aspects of this proposal,  and may
                          represent  a more  appropriate  forum  for these
                          concerns.   As   such,   we  do  not   recommend
                          shareholder  support  for this  proposal at this
                          time.
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/20/04 - A     Cendant Corporation *CD*         151313103                          02/23/04            72,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                       Shareholder Proposals
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


04/28/04 - A     ChevronTexaco Corp. *CVX*        166764100                          03/01/04            40,947
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Shareholder Rights Plan         For        For                    Mgmt
                       (Poison Pill) Policy
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          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
                 9     Report on Renewable Energy            Against    Against                ShrHoldr


04/28/04 - A     CIGNA Corp. *CI*                 125509109                          03/01/04             9,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Citigroup Inc. *C*               172967101                          02/27/04           203,633
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We feel 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.  While
                          we are concerned  that certain  companies  award
                          compensation  packages without  consideration of
                          performance  hurdles,   being  unable  to  issue
                          stock   options   could  hinder  the   company's
                          ability   to  attract   and   retain   competent
                          executive   officers.   As  such,  we  recommend
                          shareholders oppose this request.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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


04/28/04 - A     Clear Channel Communications,    184502102                          03/08/04            42,900
                 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


05/26/04 - A     Comcast Corp. *CMCSA*            20030N101                          03/15/04            36,231
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director S. Decker Anstrom
                       --- For
                 1.2   Elect Director C. Michael Armstrong
                       --- For
                 1.3   Elect Director Kenneth J. Bacon ---
                       For
                 1.4   Elect Director Sheldon M. Bonovitz
                       --- For
                 1.5   Elect Director Julian A. Brodsky
                       --- For
                 1.6   Elect Director Joseph L. Castle, II
                       --- For
                 1.7   Elect Director J. Michael Cook ---
                       For
                 1.8   Elect Director Brian L. Roberts ---
                       For
                 1.9   Elect Director Ralph J. Roberts ---
                       For
                 1.10  Elect Director Dr. Judith Rodin ---
                       For
                 1.11  Elect Director Michael I. Sovern
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Restricted Stock Plan           For        For                    Mgmt
                 4     Amend                                 For        For                    Mgmt
                       Articles/Bylaws/Charter-Non-Routine
                 5     Require Two-Thirds Majority of        Against    For                    ShrHoldr
                       Independent Directors on Board
                          Currently,   according  to  our   definition  of
                          independence,   the  board   consists   of  four
                          insiders,  one  affiliated  outsiders,  and  six
                          independent  outsiders.  A majority of the board
                          members are independent  outsiders,  however, we
                          prefer  that  a  substantial   majority  of  the
                          directors  be   independent.   In  the  case  of
                          Comcast,    we   believe   that   a   two-thirds
                          independent board is particularly  important due
                          to Comcast's dual class ownership  structure and
                          several  insiders   currently   sitting  on  the
                          board.   Therefore,  we  recommend  shareholders
                          support this proposal.
                 6     Political Contributions/Activities    Against    Against                ShrHoldr
                          In light of the potential costs  associated with
                          the   requested   report,   we  recommend   that
                          shareholders oppose this request.
                 7     Nominate Two Directors for every      Against    For                    ShrHoldr
                       open Directorships
                          Since  approval of this  proposal  will  provide
                          shareholders  with  greater  choice  during  the
                          director  election  process,  we recommend  that
                          shareholders support this initiative.
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          We oppose  this item  because it could place the
                          company  at  a   competitive   disadvantage   in
                          attempting to attract a qualified CEO.
                 9     Adopt a Recapitalization Plan         Against    For                    ShrHoldr
                          As  a  non-binding   proposal,  we  support  the
                          request   for  the  company  to  take  steps  to
                          develop  a  recapitalization  plan  where all of
                          the company's  outstanding  stock would have one
                          vote.  In general,  we believe  that  simplified
                          capital  structures  where voting  interests are
                          proportional    to   economic    interests   are
                          preferable  to  dual  class   structures   where
                          management owns supervoting stock.


05/05/04 - A     ConocoPhillips *COP*             20825C104                          03/10/04            80,945
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Report on Drilling in the Arctic      Against    Against                ShrHoldr
                       National Wildlife Refuge


06/16/04 - A     Countrywide Financial Corp.      222372104                          04/19/04            34,149
                 *CFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/12/04 - A     CVS Corporation *CVS*            126650100                          03/15/04            66,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director W. Don Cornwell ---
                       For
                 1.2   Elect Director Thomas P. Gerrity
                       --- For
                 1.3   Elect Director Stanley P. Goldstein
                       --- For
                 1.4   Elect Director Marian L. Heard ---
                       For
                 1.5   Elect Director William H. Joyce ---
                       For
                 1.6   Elect Director Terry R. Lautenbach
                       --- For
                 1.7   Elect Director Terrence Murray ---
                       For
                 1.8   Elect Director Sheli Z. Rosenberg
                       --- For
                 1.9   Elect Director Thomas M. Ryan ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          While  we do like  some of the  elements  of the
                          proposal,  such as the  annual  bonus  based  on
                          well-defined    quantitative   and   qualitative
                          performance  measures,  granting  of  restricted
                          stock  based  on   achievement   of  justifiable
                          performance   criteria,   we  believe   that  an
                          independent  Compensation  Committee 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.  We believe this proposal is
                          too  restrictive,   as  it  would  limit  equity
                          awards to  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.


04/23/04 - A     Dominion Resources, Inc. *D*     25746U109                          02/27/04            41,700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Susan B. Allen ---
                       For
                 1.2   Elect Director Peter W. Brown ---
                       For
                 1.3   Elect Director Ronald J. Calise ---
                       For
                 1.4   Elect Director Thos. E. Capps ---
                       For
                 1.5   Elect Director George A. Davidson,
                       Jr. --- For
                 1.6   Elect Director John W. Harris ---
                       For
                 1.7   Elect Director Robert S. Jepson,
                       Jr. --- For
                 1.8   Elect Director Benjamin J. Lambert,
                       III --- For
                 1.9   Elect Director Richard L.
                       Leatherwood --- For
                 1.10  Elect Director Margaret A. McKenna
                       --- For
                 1.11  Elect Director Kenneth A. Randall
                       --- For
                 1.12  Elect Director Frank S. Royal ---
                       For
                 1.13  Elect Director S. Dallas Simmons
                       --- For
                 1.14  Elect Director Robert H. Spilman
                       --- For
                 1.15  Elect Director David A. Wollard ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Executive Compensation to      Against    Against                ShrHoldr
                       Vote
                          We   believe   that  such   proposal   will  put
                          unnecessary  restrictions  on  grants  of awards
                          since any plan  allowing  for grant of incentive
                          stock   options   requires   prior   shareholder
                          approval.    This   item   does   not    warrant
                          shareholder approval.


04/20/04 - A     Dover Corp. *DOV*                260003108                          02/27/04            19,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David H. Benson ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Gary L. Roubos.  We recommend  that
                          shareholders  WITHHOLD votes from Gary L. Roubos
                          for  standing as an  affiliated  outsider on the
                          Audit  Committee and Gary L. Roubos for standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.2   Elect Director Jean-Pierre M. Ergas
                       --- For
                 1.3   Elect Director Kristiane C. Graham
                       --- For
                 1.4   Elect Director Ronald L. Hoffman
                       --- For
                 1.5   Elect Director James L. Koley ---
                       For
                 1.6   Elect Director Richard K. Lochridge
                       --- For
                 1.7   Elect Director Thomas L. Reece ---
                       For
                 1.8   Elect Director Bernard G. Rethore
                       --- For
                 1.9   Elect Director Gary L. Roubos ---
                       Withhold
                 1.10  Elect Director Michael B. Stubbs
                       --- For
                 2     Approve Omnibus Stock Plan            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.


04/28/04 - A     E.I. Du Pont De Nemours & Co.    263534109                          03/09/04            25,200
                 *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
                 4     Adopt and Report on a Code of         Against    Abstain                ShrHoldr
                       Corporate Conduct
                 5     Limit Executive Compensation          Against    For                    ShrHoldr
                          Due to  escalating  executive  pay and the  fact
                          that the report  requested  will shed some light
                          on company's  pay  practices  and  policies,  we
                          believe that this proposal warrants  shareholder
                          approval.


05/14/04 - A     Entergy Corp. *ETR*              29364G103                          03/17/04            21,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Maureen Scannell
                       Bateman --- For
                 1.2   Elect Director W. Frank Blount ---
                       For
                 1.3   Elect Director Simon D. deBree ---
                       For
                 1.4   Elect Director Claiborne P. Deming
                       --- For
                 1.5   Elect Director Alexis M. Herman ---
                       For
                 1.6   Elect Director Donald C. Hintz ---
                       For
                 1.7   Elect Director J. Wayne Leonard ---
                       For
                 1.8   Elect Director Robert v.d. Luft ---
                       For
                 1.9   Elect Director Kathleen A. Murphy
                       --- For
                 1.10  Elect Director Paul W. Murrill ---
                       For
                 1.11  Elect Director James R. Nichols ---
                       For
                 1.12  Elect Director William A. Percy, II
                       --- For
                 1.13  Elect Director Dennis H. Reilley
                       --- For
                 1.14  Elect Director Wm. Clifford Smith
                       --- For
                 1.15  Elect Director Bismark A.
                       Steinhagen --- For
                 1.16  Elect Director Steven V. Wilkinson
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    Against                ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.
                          However,  the  company  appears to have a policy
                          in place that is  consistent  with the proposal.
                          Therefore,  we believe this proposal is moot and
                          does not warrant shareholder support.
                 4     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options,   SARs  and  severance  packages
                          would  effectively  limit the company's  ability
                          to  retain  and  attract  qualified  management.
                          This proposal is too  restrictive,  and does not
                          warrant shareholder approval.


05/04/04 - A     EOG Resources, Inc. *EOG*        26875P101                          03/08/04            21,400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director George A. Alcorn ---
                       For
                 1.2   Elect Director Charles R. Crisp ---
                       For
                 1.3   Elect Director Mark G. Papa --- For
                 1.4   Elect Director Edmund P. Segner,
                       III --- For
                 1.5   Elect Director Donald F. Textor ---
                       For
                 1.6   Elect Director Frank G. Wisner ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     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            23,800
                 *EOP*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Exelon Corp. *EXC*               30161N101                          03/01/04            32,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/26/04 - A     Exxon Mobil Corp. *XOM*          30231G102                          04/05/04           167,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael J. Boskin
                       --- For
                 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
                 4     Affirm Political Nonpartisanship      Against    Against                ShrHoldr
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Equatorial Guinea           Against    Against                ShrHoldr
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Amend EEO Statement to Include        Against    Abstain                ShrHoldr
                       Reference to 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.


05/25/04 - A     Fannie Mae *FNM*                 313586109                          04/06/04            38,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/19/04 - A     First Data Corp. *FDC*           319963104                          03/22/04            47,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     FirstEnergy Corporation *FE*     337932107                          03/23/04            38,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Paul T. Addison ---
                       For
                 1.2   Elect Director Ernest J. Novak, Jr.
                       --- For
                 1.3   Elect Director John M. Pietruski
                       --- For
                 1.4   Elect Director Catherine A. Rein
                       --- For
                 1.5   Elect Director Robert C. Savage ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Reduce Supermajority Vote             For        For                    Mgmt
                       Requirement
                 5     Approve Deferred Compensation Plan    For        For                    Mgmt
                 6     Approve Deferred Compensation Plan    For        For                    Mgmt
                 7     Expense Stock Options                 Against    For                    ShrHoldr
                          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 other forms of  compensation
                          to better  reflect the  company's  true earnings
                          and  provide   additional   discipline   against
                          overuse.
                 8     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder  vote or redeemed
                          and that  any new  pill be put to a  shareholder
                          vote.  Even if the  company's  current pill ends
                          up being  redeemed  as  planned,  this  proposal
                          deserves   shareholder  support  because  of  it
                          calls on the board to submit  future  pills to a
                          shareholder vote as well.
                 9     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 10    Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes and severance plans.


05/21/04 - A     FPL Group, Inc. *FPL*            302571104                          03/16/04            28,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 6     Increase Authorized Common Stock      For        For                    Mgmt


05/05/04 - A     General Dynamics Corp. *GD*      369550108                          03/12/04             8,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    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.
                 4     Report on Foreign Military Sales      Against    Against                ShrHoldr


04/28/04 - A     General Electric Co. *GE*        369604103                          03/01/04            47,100
                 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
                 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
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 5     Eliminate Animal Testing              Against    Against                ShrHoldr
                 6     Report on Nuclear Fuel Storage Risks  Against    Against                ShrHoldr
                 7     Report on PCB Clean-up                Against    Against                ShrHoldr
                 8     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr
                 9     Prepare Sustainability Report         Against    Against                ShrHoldr
                 10    Limit Composition of Management       Against    Against                ShrHoldr
                       Development and Compensation
                       Committee to Independent Directors
                 11    Report on Pay Disparity               Against    Abstain                ShrHoldr
                 12    Limit Awards to Executives            Against    Against                ShrHoldr
                 13    Limit Board Service for Other         Against    For                    ShrHoldr
                       Companies
                          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
                 15    Hire Advisor/Maximize Shareholder     Against    Against                ShrHoldr
                       Value
                 16    Adopt a Retention Ratio for           Against    Against                ShrHoldr
                       Executives and Directors
                 17    Require 70% to 80% Independent Board  Against    Against                ShrHoldr
                 18    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/04/04 - A     Georgia-Pacific Corp. *GP*       373298108                          03/10/04            38,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Barbara L. Bowles
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  James  B.  Williams,   David  R.
                          Goode,  Donald V. Fites,  and Barbara L. Bowles.
                          We recommend  that  shareholders  WITHHOLD votes
                          from James B. Williams,  David R. Goode,  Donald
                          V.  Fites,  and Barbara L. Bowles for failing to
                          remove  a  dead-hand,   slow-hand,   or  similar
                          feature in the company's poison pill.
                 1.2   Elect Director Donald V. Fites ---
                       Withhold
                 1.3   Elect Director David R. Goode ---
                       Withhold
                 1.4   Elect Director Karen N. Horn --- For
                 1.5   Elect Director William R. Johnson
                       --- For
                 1.6   Elect Director James B. Williams
                       --- Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Home Depot, Inc. (The) *HD*      437076102                          03/29/04            43,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gregory D. Brenneman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Claudio X.
                          Gonzalez.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Claudio X.  Gonzalez  for
                          sitting on more than six boards.
                 1.2   Elect Director Richard H. Brown ---
                       For
                 1.3   Elect Director John L. Clendenin
                       --- For
                 1.4   Elect Director Berry R. Cox --- For
                 1.5   Elect Director Claudio X. Gonzalez
                       --- Withhold
                 1.6   Elect Director Milledge A. Hart,
                       III --- For
                 1.7   Elect Director Bonnie G. Hill ---
                       For
                 1.8   Elect Director Kenneth G. Langone
                       --- For
                 1.9   Elect Director Robert L. Nardelli
                       --- For
                 1.10  Elect Director Roger S. Penske ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because the company  does not have a policy that
                          puts any future pill to a  shareholder  vote, we
                          recommend   that   shareholders   support   this
                          proposal.
                 5     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          Because  we  support  pay for  performance,  and
                          because the grants of  restricted  stock  (other
                          than  those  granted  under  the  LTIP)  are not
                          based  on  specific   performance   hurdles,  we
                          believe  the   proposal   warrants   shareholder
                          support.
                 6     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr
                 7     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes  and severance  plans,  and therefore
                          recommend  that  shareholders  vote  to  approve
                          this proposal.
                 8     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


04/26/04 - A     Honeywell International, Inc.    438516106                          02/27/04            49,850
                 *HON*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James J. Howard ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees  with the exception of new nominee Eric
                          K. Shinseki. We recommend  shareholders WITHHOLD
                          votes  from  Ivan  G.  Seidenberg,   Russell  E.
                          Palmer,  Bruce  Karatz,  and James J. Howard for
                          failure to  implement  the proposal to eliminate
                          the supermajority vote requirement.
                 1.2   Elect Director Bruce Karatz ---
                       Withhold
                 1.3   Elect Director Russell E. Palmer
                       --- Withhold
                 1.4   Elect Director Ivan G. Seidenberg
                       --- Withhold
                 1.5   Elect Director Eric K. Shinseki ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          As  a  matter  of  policy,   we  recommend  that
                          shareholders   vote  for  all   proposals   that
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders' best interest.
                 5     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We support 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.  This proposal also
                          allows the company to seek shareholder  approval
                          after the material  terms of the agreement  have
                          been agreed  upon.  Therefore,  we support  this
                          proposal.
                 6     Report on Pay Disparity               Against    Abstain                ShrHoldr
                 7     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/07/04 - A     Illinois Tool Works Inc. *ITW*   452308109                          03/09/04             8,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Intel Corp. *INTC*               458140100                          03/22/04            66,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Craig R. Barrett ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent   outsider  D.  James
                          Guzy. We recommend  that  shareholders  WITHHOLD
                          votes  from D.  James  Guzy for  sitting on more
                          than six boards.
                 1.2   Elect Director Charlene Barshefsky
                       --- For
                 1.3   Elect Director E. John P. Browne
                       --- For
                 1.4   Elect Director Andrew S. Grove ---
                       For
                 1.5   Elect Director D. James Guzy ---
                       Withhold
                 1.6   Elect Director Reed E. Hundt --- For
                 1.7   Elect Director Paul S. Otellini ---
                       For
                 1.8   Elect Director David S. Pottruck
                       --- For
                 1.9   Elect Director Jane E. Shaw --- For
                 1.10  Elect Director John L. Thornton ---
                       For
                 1.11  Elect Director David B. Yoffie ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 5     Limit/Prohibit Awards to Executives   Against    For                    ShrHoldr
                          The    company    currently    does    not   use
                          performance-vesting  awards in its  compensation
                          plans  for  senior   executives.   Although  the
                          proponent   in  its   supporting   statement  is
                          critical  of  fixed-price  options,  it does not
                          appear that the proposal  advocates  replacement
                          of  options  with  performance-based  restricted
                          stock.  The  proposal  requests  the the company
                          use performance-vesting  stock in development of
                          future  equity  awards  for  senior  executives.
                          Although  the  company  has   recently   adopted
                          officer   stockholding    guidelines,   a   more
                          rigorous  requirement would be 7x to 10x for the
                          CEO  and  scaled  down  for  other   executives.
                          Therefore,   we  believe   that  this   proposal
                          warrants shareholder support.
                 6     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          In this case, the company uses standard  options
                          for its  long  term  compensation.  It does  not
                          currently    award    or    plans    to    award
                          performance-based    options.    The    proposal
                          requests  for a portion of future  stock  option
                          grants   to  be   performance-based   to  senior
                          executives   and   is   therefore   not   unduly
                          restrictive.  The  company  should  be  able  to
                          identify  appropriate  performance  criteria and
                          clearly  disclose  the  associated   performance
                          goals or hurdle rates to the shareholders.  This
                          would provide  further  discipline and alignment
                          in   award   of   executive    compensation   to
                          shareholders interest.


04/27/04 - A     International Business           459200101                          02/27/04            21,600
                 Machines Corp. *IBM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Cathleen Black ---
                       For
                 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
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 6     Amend Pension and Retirement          Against    Against                ShrHoldr
                       Medical Insurance Plans
                          We   believe   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  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.          We  agree
                          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
                          We  support  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
                          We agree 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
                 11    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 12    Report on Executive Compensation      Against    For                    ShrHoldr
                          While   we   do   not   suggest   that   current
                          compensation   practices   have   the   intended
                          effects   suggested  by  the   shareholder,   we
                          nonetheless   support   this   proposal  as  the
                          additional  reporting will provide  shareholders
                          with  greater   transparency   on   compensation
                          policies.


05/11/04 - A     International Paper Co. *IP*     460146103                          03/17/04            38,000
                 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.   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
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  note  that  the  compensation  committee  is
                          composed  entirely of independent  directors and
                          currently   sets  and  reviews   the   company's
                          executive  compensation program. We believe that
                          the  compensation   committee  should  have  the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather than have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should utilize justifiable  performance criteria
                          and  challenging  performance  benchmarks,   the
                          proposed caps on the CEO  compensation  would be
                          unduly  restrictive.  Thus,  we do  not  support
                          this proposal.


04/22/04 - A     Johnson & Johnson *JNJ*          478160104                          02/24/04            20,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Cease Charitable Contributions        Against    Against                ShrHoldr


05/25/04 - A     JP Morgan Chase & Co. *JPM*      46625H100                          04/02/04           113,500
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Hans W. Becherer ---
                       For
                 2.2   Elect Director Frank A. Bennack,
                       Jr. --- For
                 2.3   Elect Director John H. Biggs --- For
                 2.4   Elect Director Lawrence A. Bossidy
                       --- For
                 2.5   Elect Director Ellen V. Futter ---
                       For
                 2.6   Elect Director William H. Gray, III
                       --- For
                 2.7   Elect Director William B. Harrison,
                       Jr --- For
                 2.8   Elect Director Helene L. Kaplan ---
                       For
                 2.9   Elect Director Lee R. Raymond ---
                       For
                 2.10  Elect Director John R. Stafford ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                          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.
                 5     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.
                 6     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 7     Charitable Contributions              Against    Against                ShrHoldr
                          We    generally    believe    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 JP Morgan
                          Chase  Foundation  engages and donates to causes
                          that  management  believes are beneficial to the
                          communities  in which the company  operates  and
                          in the best  interests of the company.  Further,
                          the company provides  comprehensive  information
                          regarding  its  corporate  giving  grants in its
                          Corporate    Responsibility    Annual    Reports
                          available on the company's  website.  Therefore,
                          lacking  evidence  to the  contrary,  we believe
                          that continuing these  charitable  contributions
                          is in the best interests of the shareholders.
                 8     Political Contributions               Against    Against                ShrHoldr
                 9     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 10    Provide Adequate Disclosure for       Against    Against                ShrHoldr
                       over the counter Derivatives
                 11    Auditor Independence                  Against    For                    ShrHoldr
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 12    Submit Non-Employee Director          Against    Against                ShrHoldr
                       Compensation to Vote
                          JP  Morgan's  director  compensation  is in line
                          with the  compensation  practices  of its peers.
                          We  agree  with  the   company's   view  that  a
                          significant  portion  of  the  overall  director
                          compensation  be linked to the company's  stock.
                          At  this  time,  in the  absence  of  compelling
                          evidence   of  abusive   director   compensation
                          practices, we recommend against the proposal.
                 13    Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Since  approval  of this  proposal  will help JP
                          Morgan  review its  current  pay  practices  and
                          policies,   and  provide   transparency  to  its
                          shareholders, we support this request.


04/29/04 - A     Kimberly-Clark Corp. *KMB*       494368103                          03/01/04            22,600
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Pastora San Juan
                       Cafferty --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from  independent  outsiders Marc
                          J.  Shapiro,  Linda Johnson Rice and Pastora San
                          Juan  Cafferty  for  failure  to  implement  the
                          proposal  to submit  the  company's  shareholder
                          rights  plan  to a  shareholder  vote.  We  also
                          recommend that shareholders  WITHHOLD votes from
                          Claudio  X.  Gonzalez  for  sitting on more than
                          six boards  and for  failure  to  implement  the
                          proposal  to submit  the  company's  shareholder
                          rights plan to a shareholder vote.
                 1.2   Elect Director Claudio X. Gonzalez
                       --- Withhold
                 1.3   Elect Director Linda Johnson Rice
                       --- Withhold
                 1.4   Elect Director Marc J. Shapiro ---
                       Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    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  this  case,  the
                          company's   rights  plan  was  not  approved  by
                          shareholders   nor  does  it  embody  the  above
                          features that we recommend.  We therefore  agree
                          with the  proponent  that the  current  pill and
                          any new pill be put to a shareholder vote.


04/27/04 - A     Kraft Foods Inc *KFT*            50075N104                          03/03/04            45,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Louis C. Camilleri
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  Louis  C.   Camilleri,
                          Dinyar S.  Devitre,  Charles R.  Wall,  Betsy D.
                          Holden and Roger K. Deromedi.  We recommend that
                          shareholders   WITHHOLD   votes  from  Louis  C.
                          Camilleri,  Dinyar S. Devitre,  Charles R. Wall,
                          Betsy  D.  Holden  and  Roger  K.  Deromedi  for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Roger K. Deromedi
                       --- Withhold
                 1.3   Elect Director Dinyar S. Devitre
                       --- Withhold
                 1.4   Elect Director W. James Farrell ---
                       For
                 1.5   Elect Director Betsy D. Holden ---
                       Withhold
                 1.6   Elect Director John C. Pope --- For
                 1.7   Elect Director Mary L. Schapiro ---
                       For
                 1.8   Elect Director Charles R. Wall ---
                       Withhold
                 1.9   Elect Director Deborah C. Wright
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/02/04 - A     Lehman Brothers Holdings Inc.    524908100                          02/13/04            20,500
                 *LEH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/09/04 - A     Liberty Media Corp. *L*          530718105                          04/21/04           154,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert R. Bennett
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of insiders  John C. Malone and Robert
                          R.  Bennett.   We  recommend  that  shareholders
                          WITHHOLD  votes  from John C.  Malone and Robert
                          R.  Bennett for failure to  establish a majority
                          independent board.
                 1.2   Elect Director Paul A. Gould --- For
                 1.3   Elect Director John C. Malone ---
                       Withhold
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Lockheed Martin Corp. *LMT*      539830109                          03/01/04            23,500
                 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
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                 5     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                 6     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts


05/28/04 - A     Lowe *LOW*                       548661107                          04/01/04            19,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Leonard L. Berry ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Dawn E. Hudson.  We recommend  that
                          shareholders  WITHHOLD votes from Dawn E. Hudson
                          for poor attendance.
                 1.2   Elect Director Paul Fulton --- For
                 1.3   Elect Director Dawn E. Hudson ---
                       Withhold
                 1.4   Elect Director Marshall O. Larsen
                       --- For
                 1.5   Elect Director Robert A. Niblock
                       --- For
                 1.6   Elect Director Stephen F. Page ---
                       For
                 1.7   Elect Director O. Temple Sloan, Jr.
                       --- For
                 1.8   Elect Director Robert L. Tillman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Masco Corp. *MAS*                574599106                          03/15/04            55,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     MBNA Corp. *KRB*                 55262L100                          02/13/04            47,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James H. Berick ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insider  Bruce L.  Hammonds  and
                          affiliated   outsiders   Benjamin  R.  Civiletti
                          ,James H.  Berick and  Randolph  D.  Lerner.  We
                          recommend that shareholders  WITHHOLD votes from
                          Benjamin  R.  Civiletti  and James H. Berick for
                          standing as  affiliated  outsiders on the Audit,
                          Compensation  and Governance  committees and for
                          failure  to  establish  a  majority  independent
                          board. We recommend that  shareholders  WITHHOLD
                          votes  from  Randolph  D.  Lerner  and  Bruce L.
                          Hammonds  for  failure to  establish  a majority
                          independent board.
                 1.2   Elect Director Benjamin R.
                       Civiletti --- Withhold
                 1.3   Elect Director Bruce L. Hammonds
                       --- Withhold
                 1.4   Elect Director William L. Jews ---
                       For
                 1.5   Elect Director Randolph D. Lerner
                       --- Withhold
                 1.6   Elect Director Stuart L. Markowitz
                       --- For
                 1.7   Elect Director William B. Milstead
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          In the wake of financial  reporting problems and
                          excessive  executive  compensation  at companies
                          like  Enron  Corp.,   Worldcom  Inc.,  and  Tyco
                          International  Ltd.,  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.  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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          We  believe  that  MBNA is  moving  in the right
                          direction as evidenced by the recent  changes in
                          the   company   such   as   reducing   executive
                          compensation  and  changing the  composition  of
                          the board.  However,  we believe  that the board
                          of  directors  should  be  an  independent  body
                          capable  of  providing  objective  oversight  of
                          management and the company's overall  direction.
                          This goal can best be  achieved  when  directors
                          are  independent of the CEO and have no personal
                          interest in the company  arising from salary,  a
                          consulting  agreement,  or any other significant
                          business arrangement.


05/20/04 - A     McDonald's Corp. *MCD*           580135101                          03/22/04            95,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve/Amend Executive Incentive     For        For                    Mgmt
                       Bonus Plan


04/21/04 - A     MEDCO Health Solutions Inc       58405U102                          03/10/04             3,642
                 *MHS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Merck & Co., Inc. *MRK*          589331107                          02/24/04            30,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 5     Develop Ethical Criteria for Patent   Against    Against                ShrHoldr
                       Extension
                 6     Link Executive Compensation to        Against    Abstain                ShrHoldr
                       Social Issues
                 7     Report on Political Contributions     Against    Against                ShrHoldr
                 8     Report on Operational Impact of       Against    Abstain                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/23/04 - A     Merrill Lynch & Co., Inc.        590188108                          02/24/04            41,700
                 *MER*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/27/04 - A     Metlife, Inc *MET*               59156R108                          03/01/04            75,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Curtis H. Barnette
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Harry  P.
                          Kamen and John C.  Danforth.  We recommend  that
                          shareholders  WITHHOLD votes from Harry P. Kamen
                          and John C.  Danforth for standing as affiliated
                          outsiders on the Nominating Committee.
                 1.2   Elect Director John C. Danforth ---
                       Withhold
                 1.3   Elect Director Burton A. Dole, Jr.
                       --- For
                 1.4   Elect Director Harry P. Kamen ---
                       Withhold
                 1.5   Elect Director Charles M. Leighton
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Limit Executive Compensation          Against    Against                ShrHoldr


04/20/04 - A     Morgan Stanley *MWD*             617446448                          02/20/04            40,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/03/04 - A     Motorola, Inc. *MOT*             620076109                          03/05/04            91,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward Zander --- For
                 1.2   Elect Director H. Laurence Fuller
                       --- For
                 1.3   Elect Director Judy Lewent --- For
                 1.4   Elect Director Walter Massey --- For
                 1.5   Elect Director Nicholas Negroponte
                       --- For
                 1.6   Elect Director Indra Nooyi --- For
                 1.7   Elect Director John Pepper, Jr. ---
                       For
                 1.8   Elect Director Samuel Scott III ---
                       For
                 1.9   Elect Director Douglas Warner III
                       --- For
                 1.10  Elect Director John White --- For
                 1.11  Elect Director Mike Zafirovski ---
                       For
                 2     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  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.
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options  would   effectively   limit  the
                          company's   ability   to  retain   and   attract
                          qualified  management.   This  proposal  is  too
                          restrictive,  and does not  warrant  shareholder
                          approval.


04/27/04 - A     National City Corp. *NCC*        635405103                          03/05/04            12,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Nextel Communications, Inc.      65332V103                          04/02/04            23,800
                 *NXTL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/18/04 - A     Northrop Grumman Corp. *NOC*     666807102                          03/22/04            12,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr


05/05/04 - A     PepsiCo, Inc. *PEP*              713448108                          03/12/04            13,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John F. Akers --- For
                 1.2   Elect Director Robert E. Allen ---
                       For
                 1.3   Elect Director Ray L. Hunt --- For
                 1.4   Elect Director Arthur C. Martinez
                       --- For
                 1.5   Elect Director Indra K. Nooyi ---
                       For
                 1.6   Elect Director Franklin D. Raines
                       --- For
                 1.7   Elect Director Steven S. Reinemund
                       --- For
                 1.8   Elect Director Sharon Percy
                       Rockefeller --- For
                 1.9   Elect Director James J. Schiro ---
                       For
                 1.10  Elect Director Franklin A. Thomas
                       --- For
                 1.11  Elect Director Cynthia M. Trudell
                       --- For
                 1.12  Elect Director Solomon D. Trujillo
                       --- For
                 1.13  Elect Director Daniel Vasella ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given the  seriousness of the issue and the fact
                          that the  company's  disclosure  lags behind its
                          peers,  we  recommend  a vote in  favor  of this
                          request.


04/22/04 - A     Pfizer Inc. *PFE*                717081103                          02/27/04            93,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Report on Operational Impact of       Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                 5     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Establish Term Limits for Directors   Against    Against                ShrHoldr
                 8     Report on Drug Pricing                Against    Against                ShrHoldr
                 9     Limit Awards to Executives            Against    Against                ShrHoldr
                 10    Amend Animal Testing Policy           Against    Against                ShrHoldr


05/10/04 - A     Pitney Bowes Inc. *PBI*          724479100                          03/12/04            34,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


04/27/04 - A     Praxair, Inc. *PX*               74005P104                          03/01/04            39,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Approve Stockholder Protection        For        For                    Mgmt
                       Rights Agreement


06/08/04 - A     Prudential Financial Inc *PRU*   744320102                          04/12/04            35,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Cease Charitable Contributions        Against    Against                ShrHoldr
                          We    generally    believe    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    Against                ShrHoldr


05/05/04 - A     Raytheon Co. *RTN*               755111507                          03/08/04            18,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John M. Deutch ---
                       For
                 1.2   Elect Director Michael C. Ruettgers
                       --- For
                 1.3   Elect Director William R. Spivey
                       --- For
                 1.4   Elect Director William H. Swanson
                       --- For
                 1.5   Elect Director Linda G. Stuntz ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts
                 4     Submit Shareholder Rights Plan        Against    For                    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.  The  board has
                          taken  an  important  first  step in  addressing
                          shareholder  concerns by  redeeming  an existing
                          pill. However,  the board has not fully complied
                          with  the   previously   supported   shareholder
                          proposals  regarding  poison pills.  We consider
                          withholding   votes  for  directors  who  ignore
                          shareholder  proposals that have been passed two
                          years  in a row by a  majority  of  votes  cast.
                          Further,  we apply a one  year  test  where  the
                          proposal  was  approved  with a majority  of the
                          shares  outstanding,  as was the  case in  2003.
                          With   respect  to  the   shareholder   proposal
                          regarding  poison pills,  we do not consider the
                          shareholder   approval  clocks  as  having  been
                          reset   because  of  the   company's   half-step
                          towards  implementing  the will of shareholders.
                          We will closely  monitor  management's  response
                          to this  year's  vote on this  proposal  and, if
                          necessary,  will  recommend the  withholding  of
                          votes for  nominated  directors  at next  year's
                          meeting.
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Implement MacBride Principles         Against    Against                ShrHoldr
                 7     Expense Stock Options                 Against    For                    ShrHoldr
                          By  not   subtracting   the  cost  of   options,
                          companies can report  artificially high earnings
                          that  distort  true  operating  performance  and
                          lead  to  abuses  of  executive  pay.  Expensing
                          would  discipline   compensation  practices  and
                          level  the   accounting   playing   field  among
                          different  forms of pay,  including  other types
                          of equity-based  awards, such as indexed options
                          and restricted  stock,  which  currently must be
                          charged to earnings.  More important,  expensing
                          would  provide  earnings  clarity,  which  would
                          help restore investor confidence.
                 8     Submit Executive Pension Benefit to   Against    For                    ShrHoldr
                       Vote
                          We believe  that  shareholders  should  have the
                          opportunity  to  vote on  extraordinary  pension
                          benefits     beyond    those    offered    under
                          employee-wide  plans,  such as credit  for years
                          of service  not  actually  worked,  preferential
                          benefit  formulas,  and  accelerated  vesting of
                          pension  benefits.  Because the  company's  SERP
                          appears  to confer  extraordinary  benefits  not
                          included  in  employee-wide  plans,  we  believe
                          that  the  SERP  proposal  warrants  shareholder
                          support.
                 9     Limit Executive Compensation          Against    Against                ShrHoldr
                          Although   each  element  of  the  proposal  has
                          aspects  that  cause  us  to  vote  against  the
                          proposal,  it is important to re-emphasize  that
                          had we been in favor of any of the elements,  we
                          would  nevertheless  had  to  vote  against  the
                          whole  proposal.  Therefore,  it is important to
                          ensure that proposals are  sufficiently  focused
                          - as far as possible,  proposals should focus on
                          a specific  element rather than attempt to cover
                          a general list of points.


05/11/04 - A     Republic Services, Inc. *RSG*    760759100                          03/18/04            52,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James E. O'Connor
                       --- For
                 1.2   Elect Director Harris W. Hudson ---
                       For
                 1.3   Elect Director John W. Croghan ---
                       For
                 1.4   Elect Director W. Lee Nutter --- For
                 1.5   Elect Director Ramon A. Rodriguez
                       --- For
                 1.6   Elect Director Allan C. Sorensen
                       --- For
                 2     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


04/30/04 - A     SBC Communications Inc. *SBC*    78387G103                          03/02/04            73,847
                 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        Against                Mgmt
                          This proposal would declassify the board.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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.


05/13/04 - A     Sears, Roebuck & Co. *S*         812387108                          03/15/04            19,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William L. Bax ---
                       For
                 1.2   Elect Director Donald J. Carty ---
                       For
                 1.3   Elect Director Alan J. Lacy --- For
                 1.4   Elect Director Hugh B. Price --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because  the  company  refuses to put any future
                          pill to a  shareholder  vote,  and  because  the
                          pill proposal has received  shareholder  support
                          in each of the  past  two  years,  we  recommend
                          that shareholders support this proposal.
                 5     Establish Other Board Committee       Against    For                    ShrHoldr
                          Since the  underlying  purpose of this  proposal
                          is  to   provide  an   effective   communication
                          mechanism  between  the  company's  shareholders
                          and its  board,  we believe it to be in the best
                          interest  of the  shareholders.  As  such,  this
                          proposal warrants a shareholder approval.


05/05/04 - A     Simon Property Group, Inc.       828806109                          03/08/04            17,100
                 *SPG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/21/04 - A     SouthTrust Corp. *SOTR*          844730101                          02/20/04            22,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt


06/17/04 - A     Staples, Inc. *SPLS*             855030102                          04/19/04            47,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Given  that the plan has  already  expired,  and
                          that the board has  determined  not to renew the
                          plan, this proposal has become moot.  Therefore,
                          we  recommend  that  shareholders  vote  against
                          this item.
                 7     Submit Shareholder Rights Plan        Against    For                    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.
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          Our  policy  is  to  recommend   voting  against
                          proposals  that seek to set  absolute  levels on
                          compensation or otherwise  dictate the amount or
                          form of compensation.
                 9     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                          In this case,  the company states that the Audit
                          Committee  pre-approves  all services by Ernst &
                          young LLP, the  company's  independent  auditors
                          in compliance  with the rules of  Sarbanes-Oxley
                          Act.  Also,  the  aggregate  fees  paid for 'tax
                          services'  and  'other  services'  are less than
                          the  aggregate  fees paid for  'audit  services'
                          and  'audit-related  services'.   Therefore,  we
                          believe   this   proposal   does   not   warrant
                          shareholder support.


05/20/04 - A     Storage Technology Corp. *STK*   862111200                          04/02/04            22,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/26/04 - A     SUPERVALU Inc. *SVU*             868536103                          04/01/04            46,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Charles M. Lillis
                       --- For
                 1.2   Elect Director Jeffrey Noodle ---
                       For
                 1.3   Elect Director Steven S. Rogers ---
                       For
                 1.4   Elect Director Ronald E. Daly ---
                       For
                 1.5   Elect Director Marissa Peterson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Therefore,  given that: (i) the plurality voting
                          threshold  is the  currently  accepted  standard
                          for  the   election  of  directors  of  publicly
                          traded  companies,  (ii)  approval  of this item
                          could   disrupt   board   operations   and   the
                          company's  financial  performance  in the  event
                          some  or  all of the  director  nominees  do not
                          receive   majority   support   and  do  not  get
                          elected,  (iii) requiring a majority vote of the
                          outstanding  shares could in effect  provide for
                          a  supermajority  of  votes  cast,  which  would
                          adversely affect shareholders'  ability to elect
                          directors in a contested election,  and (iv) 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 at this
                          point in time  believe  the  proposed  amendment
                          warrants shareholder support.


05/19/04 - A     Target Corporation *TGT*         87612E106                          03/22/04            67,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


04/15/04 - A     Texas Instruments Inc. *TXN*     882508104                          02/17/04            69,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James R. Adams ---
                       For
                 1.2   Elect Director David L. Boren ---
                       For
                 1.3   Elect Director Daniel A. Carp ---
                       For
                 1.4   Elect Director Thomas J. Engibous
                       --- For
                 1.5   Elect Director Gerald W.
                       Fronterhouse --- For
                 1.6   Elect Director David R. Goode ---
                       For
                 1.7   Elect Director Wayne R. Sanders ---
                       For
                 1.8   Elect Director Ruth J. Simmons ---
                       For
                 1.9   Elect Director Richard K. Templeton
                       --- For
                 1.10  Elect Director Christine Todd
                       Whitman --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/18/04 - A     The Allstate Corp. *ALL*         020002101                          03/19/04            60,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/03/04 - A     The Boeing Co. *BA*              097023105                          03/05/04            16,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John H. Biggs ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  Rozanne  L.  Ridgway,   John  E.
                          Bryson,  and John H. Biggs.  We  recommend  that
                          shareholders  WITHHOLD  votes  from  Rozanne  L.
                          Ridgway,  John E. Bryson,  and John H. Biggs for
                          failure to implement the board  declassification
                          and removal of the supermajority  vote provision
                          proposals.
                 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    Abstain                ShrHoldr
                       Conduct
                 6     Declassify the Board of Directors     Against    Against                ShrHoldr
                 7     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          As  a  matter  of  policy,   we  recommend  that
                          shareholders   vote  for  all   proposals   that
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders' best interest.
                 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
                          In this case,  although  the  company  has stock
                          ownership  guidelines that range from one to six
                          times  base  salary  (four  to  six  times  base
                          salary  for named  executive  officers),  in the
                          absence of any long-term  ownership  requirement
                          or  meaningful   retention   ratio  policy,   we
                          recommend a vote FOR this proposal.
                 10    Provide Employees Choice of Pension   Against    Against                ShrHoldr
                       Plans at Retirement or Termination


05/20/04 - A     The Hartford Financial           416515104                          03/22/04            40,700
                 Services Group, Inc. *HIG*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Ramani Ayer --- For
                 1.2   Elect Director Ronald E. Ferguson
                       --- For
                 1.3   Elect Director Edward J. Kelly, III
                       --- For
                 1.4   Elect Director Paul G. Kirk, Jr.
                       --- For
                 1.5   Elect Director Thomas M. Marra ---
                       For
                 1.6   Elect Director Gail J. McGovern ---
                       For
                 1.7   Elect Director Robert W. Selander
                       --- For
                 1.8   Elect Director Charles B. Strauss
                       --- For
                 1.9   Elect Director H. Patrick Swygert
                       --- For
                 1.10  Elect Director Gordon I. Ulmer ---
                       For
                 1.11  Elect Director David K. Zwiener ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  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.


06/24/04 - A     The Kroger Co. *KR*              501044101                          04/26/04            51,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John L. Clendenin
                       --- For
                 1.2   Elect Director David B. Dillon ---
                       For
                 1.3   Elect Director David B. Lewis ---
                       For
                 1.4   Elect Director Don W. McGeorge ---
                       For
                 1.5   Elect Director W. Rodney McMullen
                       --- For
                 1.6   Elect Director Susan M. Phillips
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 5     Submit Severance Agreement            Against    Against                ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.
                          Furthermore,   we  believe   that  a   company's
                          severance  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.  However,  in this
                          case,  the proposal does not call for the option
                          of seeking  approval after the material terms of
                          the  agreement  are agreed  upon.  Because it is
                          not   practical  to  obtain  prior   shareholder
                          approval for these  agreements,  we believe that
                          the  proposal as mandated  by the  proponent  is
                          too  restrictive.  As  such,  we do not  believe
                          this proposal  warrants  shareholder  support at
                          this time.


05/21/04 - A     Time Warner Inc *TWX*            887317105                          03/23/04            45,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James L. Barksdale
                       --- For
                 1.2   Elect Director Stephen F.
                       Bollenbach --- For
                 1.3   Elect Director Stephen M. Case ---
                       For
                 1.4   Elect Director Frank J. Caufield
                       --- For
                 1.5   Elect Director Robert C. Clark ---
                       For
                 1.6   Elect Director Miles R. Gilburne
                       --- For
                 1.7   Elect Director Carla A. Hills ---
                       For
                 1.8   Elect Director Reuben Mark --- For
                 1.9   Elect Director Michael A. Miles ---
                       For
                 1.10  Elect Director Kenneth J. Novack
                       --- For
                 1.11  Elect Director Richard D. Parsons
                       --- For
                 1.12  Elect Director R. E. Turner --- For
                 1.13  Elect Director Francis T. Vincent,
                       Jr. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt China Principles                Against    Against                ShrHoldr
                 4     Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Due to  escalating  executive  pay and the  fact
                          that the report  requested  will shed some light
                          on company's  pay  practices  and  policies,  we
                          believe that this proposal warrants  shareholder
                          approval.


06/23/04 - A     Toyota Motor Corp.               892331307                          03/30/04             3,400
                       Meeting for Holders of ADRs
                 1     APPROVAL OF PROPOSED APPROPRIATION    For        Against                Mgmt
                       OF RETAINED EARNINGS FOR THE FY2004
                       TERM
                          Because  we  believe   support  for  the  higher
                          dividend  proposed  by  shareholders  in  Item 7
                          would  likely spur demand for Toyota  shares and
                          help boost the share price,  we  recommend  that
                          shareholders oppose this resolution.
                 2     AMENDMENT OF THE ARTICLES OF          For        For                    Mgmt
                       INCORPORATION
                 3     ELECTION OF 27 DIRECTORS              For        For                    Mgmt
                 4     ISSUE OF STOCK ACQUISITION RIGHTS     For        For                    Mgmt
                       WITHOUT CONSIDERATION TO DIRECTORS,
                       MANAGING OFFICERS AND EMPLOYEES,
                       ETC., OF TOYOTA MOTOR CORPORATION
                       AND ITS AFFILIATES
                 5     REPURCHASE OF SHARES                  For        For                    Mgmt
                 6     AWARD OF BONUS PAYMENTS TO MR. IWAO   For        For                    Mgmt
                       ISOMURA (DECEASED), FORMER
                       REPRESENTATIVE DIRECTOR AND VICE
                       CHAIRMAN, AND TO RETIRING DIRECTORS
                 7     PROPOSED APPROPRIATION OF RETAINED    Against    For                    ShrHoldr
                       EARNINGS
                 8     AMENDMENT OF THE ARTICLES OF          Against    For                    ShrHoldr
                       INCORPORATION (PART 1)
                 9     AMENDMENT OF THE ARTICLES OF          Against    Against                ShrHoldr
                       INCORPORATION (PART 2)
                          The  amount of the  contribution  pointed  to by
                          the  shareholders  does not seem excessive for a
                          company  with  consolidated  net  revenues of JY
                          17.3 trillion  ($157.3  billion) and net profits
                          of JY 1.16 trillion ($10.5 billion).  Because it
                          does   not    appear    that   past    political
                          contributions   by  Toyota   Motor  have  harmed
                          shareholder  value,  and because we can envision
                          scenarios  where  future   contributions   would
                          benefit  shareholders,  we do not  support  this
                          proposal.


05/12/04 - A     Tribune Co. *TRB*                896047107                          03/17/04            25,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeffrey Chandler ---
                       For
                 1.2   Elect Director William A. Osborn
                       --- For
                 1.3   Elect Director Kathryn C. Turner
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 12.74  percent is above the allowable cap for
                          this company of 6.63 percent.


04/20/04 - A     U.S. Bancorp *USB*               902973304                          02/26/04            73,100
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Victoria Buyniski
                       Gluckman --- Withhold
                          We   recommend   withholding   votes   from  all
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes   from   independent   outsider
                          Richard G.  Reiten for poor  attendance  and for
                          failure to implement  the  "declassification  of
                          the  board"   shareholder   proposal.   We  also
                          recommend that shareholders  WITHHOLD votes from
                          independent  outsiders Thomas E. Petry, Jerry W.
                          Levin,  Arthur D.  Collins,  Jr.,  and  Victoria
                          Buyniski  Gluckman for failure to implement  the
                          "declassification   of  the  board"  shareholder
                          proposal.
                 1.2   Elect Director Arthur D. Collins,
                       Jr. --- Withhold
                 1.3   Elect Director Jerry W. Levin ---
                       Withhold
                 1.4   Elect Director Thomas E. Petry ---
                       Withhold
                 1.5   Elect Director Richard G. Reiten
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  do  like  some  of  the   elements   of  the
                          proposal,  such  as  granting  restricted  stock
                          based on  achievement  of  performance  criteria
                          and  vesting   requirement  of  at  least  three
                          years.   By    establishing    minimum   vesting
                          provisions,   shareholders   are  assured   that
                          executives   who   received   stock  grants  are
                          retained  in the company  and are  committed  to
                          maximize   stock  returns  over  the  long-term.
                          However,  due to the  fact  that  the  proponent
                          asks  for a  complete  substitution  of  options
                          with restricted  stock, we believe this proposal
                          is  unduly   restrictive.           Furthermore,
                          setting  maximum  severance  payment  for senior
                          executives  to one year's  salary and bonus,  is
                          lower than the generally accepted standards.  We
                          believe  that  a  reasonable  maximum  severance
                          payment  to a senior  executive  is three  times
                          the annual  salary and bonus.          While  we
                          do like the  proposals  pertaining to restricted
                          stock and enhanced disclosure,  the structure of
                          the executive compensation,  as evidenced by the
                          reasonable CEO pay,  performance-based  bonuses,
                          and  reasonable  severance  multiples,  does not
                          warrant  the   proposed   changes  in  executive
                          compensation.
                 4     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          Due  to  poor  disclosure,  it is  difficult  to
                          assess other  post-employment  benefits provided
                          for  the  company's  executives  and  comparable
                          SERP packages at peer  companies.  Although most
                          terms of the SERP seem reasonable,  we found the
                          CEO's  preferential final average salary formula
                          to  alter  the  size  of  the  CEO's  retirement
                          package.Tthe  potential  increase  in  the  SERP
                          payout due to  existing  and  future  restricted
                          stock grants  raises a  questionable  incentive.
                          Given  the  potential  size of the  benefits  in
                          question,  we think that a  shareholder  vote on
                          the  SERP is  warranted  as a part of a  "checks
                          and balances"  system to ensure  reasonable SERP
                          terms for future agreements.
                 5     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          Supermajority vote requirements  generally serve
                          to  lock  in  provisions  that  are  harmful  to
                          shareholders.  Requiring approval of more than a
                          simple   majority  of  the  voting   shares  may
                          entrench  management by preventing  actions that
                          may  benefit   shareholders,such  as  precluding
                          proxy  contests and potential  takeover bids. As
                          a  result,   we  believe   that  this   proposal
                          warrants shareholder support.


04/16/04 - A     Union Pacific Corp. *UNP*        907818108                          02/06/04            26,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


04/14/04 - A     United Technologies Corp.        913017109                          02/17/04            35,100
                 *UTX*
                 1     Elect Directors                       For        For                    Mgmt
                 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    Against                ShrHoldr


04/29/04 - A     Valero Energy Corp. *VLO*        91913Y100                          03/01/04            16,125
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


04/28/04 - A     Verizon Communications *VZ*      92343V104                          03/01/04            93,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Require Majority of Independent       Against    Against                ShrHoldr
                       Directors on Board
                          Because  the  company   already   satisfies  our
                          guidelines  on  independence   and  has  already
                          established  a formal  independence  policy that
                          goes  above  and  beyond  our  requirements,  we
                          believe  that  this  proposal  does not  warrant
                          shareholder support.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    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.
                 7     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          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
                          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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          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
                          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.


05/19/04 - A     Viacom Inc. *VIA*                925524308                          03/22/04            47,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director George S. Abrams ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of insiders Mel  Karmazin,  Sumner M.
                          Redstone  and  Shari  Redstone,  and  affiliated
                          outsiders   William   Schwartz,    Frederic   V.
                          Salerno,  George S. Abrams,  Alan C.  Greenberg,
                          Philippe  P.  Dauman and David R.  Andelman.  We
                          recommend that shareholders  WITHHOLD votes from
                          Mel   Karmazin   for  failure  to   establish  a
                          majority  independent  board, and from Sumner M.
                          Redstone  and Shari  Redstone  for  standing  as
                          insiders  on the  Nominating  Committee  and for
                          failure  to  establish  a  majority  independent
                          board.  We  also  recommend  that   shareholders
                          WITHHOLD  votes from  Frederic  V.  Salerno  for
                          standing as an affiliated  outsider on the Audit
                          and Compensation committees,  and for failure to
                          establish a majority  independent board. We also
                          recommend   WITHHOLDING   votes   from   William
                          Schwartz for standing as an affiliated  outsider
                          on the Compensation  and Nominating  committees,
                          and  for   failure  to   establish   a  majority
                          independent   board.    Lastly,   we   recommend
                          WITHHOLDING  votes  from  George S.  Abrams  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating   Committee   and  for   failure   to
                          establish a majority independent board.
                 1.2   Elect Director David R. Andelman
                       --- Withhold
                 1.3   Elect Director Joseph A. Califano,
                       Jr. --- For
                 1.4   Elect Director William S. Cohen ---
                       For
                 1.5   Elect Director Philippe P. Dauman
                       --- Withhold
                 1.6   Elect Director Alan C. Greenberg
                       --- Withhold
                 1.7   Elect Director Mel Karmazin ---
                       Withhold
                 1.8   Elect Director Jan Leschly --- For
                 1.9   Elect Director David T. McLaughlin
                       --- For
                 1.10  Elect Director Shari Redstone ---
                       Withhold
                 1.11  Elect Director Sumner M. Redstone
                       --- Withhold
                 1.12  Elect Director Frederic V. Salerno
                       --- Withhold
                 1.13  Elect Director William Schwartz ---
                       Withhold
                 1.14  Elect Director Patty Stonesifer ---
                       For
                 1.15  Elect Director Robert D. Walter ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


04/20/04 - A     Wachovia Corp. *WB*              929903102                          02/18/04            64,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Require Two Candidates for Each       Against    Against                ShrHoldr
                       Board Seat
                          The  process  of  finding  qualified   available
                          candidates is difficult  and costly.  Under this
                          proposal,   the  board   would  be  required  to
                          identify   twice  as  many   candidates   as  is
                          currently  necessary.   Those  candidates  would
                          then be asked to  compete  for the  position  on
                          the  basis of the  statements  they  submit  for
                          publication   in  the  proxy   materials.   Many
                          well-qualified  candidates  may refuse to submit
                          to such a  process.  This  proposal  could  also
                          lead to a high  rate  of  turnover  among  board
                          members,   denying  the  company  continuity  of
                          strategic management.  The nominating body could
                          well have  considerable  difficulty  devising  a
                          slate of candidates  that would ensure a balance
                          of  skills   and   experience   on  the   board.
                          Directors  are  fiduciaries  who must act in the
                          best   interest   of   all   shareholders.   The
                          politicization  of the  board  election  process
                          does not assure more responsible  representation
                          of  shareholder  interests,  and it may  lead to
                          unwarranted   cost  and   influence  of  special
                          interests.  As such, we do not believe that this
                          proposal merits shareholder approval.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/20/04 - A     Washington Mutual, Inc *WM*      939322103                          02/27/04            32,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr


04/27/04 - A     Wells Fargo & Company *WFC*      949746101                          03/09/04            87,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J.A. Blanchard III
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of affiliated  outsiders  Michael W.
                          Wright,  Judith M. Runstad,  and Donald B. Rice.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Judith  M.  Runstad  for  standing  as  an
                          affiliated  outsider  on  the  Audit  Committee,
                          Michael  W.   Wright  and  Donald  B.  Rice  for
                          standing as  affiliated  outsiders  on the Human
                          Resources    and    Governance    &   Nominating
                          committees.
                 1.2   Elect Director Susan E. Engel ---
                       For
                 1.3   Elect Director Enrique Hernandez,
                       Jr. --- For
                 1.4   Elect Director Robert L. Joss ---
                       For
                 1.5   Elect Director Reatha Clark King
                       --- For
                 1.6   Elect Director Richard M.
                       Kovacevich --- For
                 1.7   Elect Director Richard D. McCormick
                       --- For
                 1.8   Elect Director Cynthia H. Milligan
                       --- For
                 1.9   Elect Director Philip J. Quigley
                       --- For
                 1.10  Elect Director Donald B. Rice ---
                       Withhold
                 1.11  Elect Director Judith M. Runstad
                       --- Withhold
                 1.12  Elect Director Stephen W. Sanger
                       --- For
                 1.13  Elect Director Susan G. Swenson ---
                       For
                 1.14  Elect Director Michael W. Wright
                       --- Withhold
                 2     Approve Retirement Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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  other
                          forms of  compensation  to  better  reflect  the
                          company's  true earnings and provide  additional
                          discipline  against  overuse.   Moreover,   this
                          proposal   received  majority  support  at  last
                          year's meeting.
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Link Executive Compensation to        Against    Against                ShrHoldr
                       Social Issues
                 7     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


04/13/04 - A     Weyerhaeuser Co. *WY*            962166104                          02/20/04            41,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                 5     Implement Restricted Share            Against    For                    ShrHoldr
                       Executive Compensation Plan
                 6     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr
                 7     Develop Policy Regarding Old Growth   Against    Against                ShrHoldr
                       Forests
                 8     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Wyeth *WYE*                      983024100                          03/12/04            45,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Drug Pricing                Against    Against                ShrHoldr
                 4     Amend Animal Testing Policy           Against    Against                ShrHoldr





                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

LB VALUE FUND (MERGED INTO THRIVENT LARGE CAP VALUE FUND ON 7/17/2004)

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

08/27/03 - A     Computer Associates               204912109                         07/02/03            12,400
                 International, Inc. *CA*
                 1      Elect Directors                       For        For
                 2      Approve Non-Employee Director         For        For
                        Omnibus Stock Plan
                 3      Ratify Auditors                       For        For


08/11/03 - A     Computer Sciences Corporation     205363104                         06/13/03             2,700
                 *CSC*
                 1      Elect Directors                       For        For


09/29/03 - A     FedEx Corporation *FDX*           31428X106                         08/04/03             3,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director August A. Busch IV
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of George J.  Mitchell.  We  recommend
                          that  shareholders  WITHHOLD votes from George J.
                          Mitchell for standing as an  affiliated  outsider
                          on the Compensation and Nominating Committees.
                 1.2    Elect Director John A. Edwardson
                        --- For
                 1.3    Elect Director George J. Mitchell
                        --- Withhold
                 1.4    Elect Director Joshua I. Smith ---
                        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposal
                 4      Declassify the Board of Directors     Against    Against


09/22/03 - A     General Mills, Inc. *GIS*         370334104                         07/24/03             5,880
                 1      Elect Directors                       For        For
                 1.1    Elect Director Stephen R. Demeritt
                        --- For
                 1.2    Elect Director Livio D. DeSimone
                        --- For
                 1.3    Elect Director William T. Esrey ---
                        For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Judith Richards Hope
                        --- For
                 1.6    Elect Director Robert L. Johnson
                        --- For
                 1.7    Elect Director John M. Keenan ---
                        For
                 1.8    Elect Director Heidi G. Miller ---
                        For
                 1.9    Elect Director Hilda
                        Ochoa-Brillembourg --- For
                 1.10   Elect Director Stephen W. Sanger
                        --- For
                 1.11   Elect Director A. Michael Spence
                        --- For
                 1.12   Elect Director Dorothy A. Terrell
                        --- For
                 1.13   Elect Director Raymond G. Viault
                        --- For
                 1.14   Elect Director Paul S. Walsh --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For


07/30/03 - A     McKesson Corp. *MCK*              58155Q103                         06/03/03            12,200
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                        Shareholder Proposal
                 3      Submit Severance Agreement            Against    For
                        (Change-in-Control) to Shareholder
                        Vote


07/30/03 - A     Vodafone Group PLC                92857W100                         None                13,200
                 1      Accept Financial Statements and       For        For
                        Statutory Reports
                 2      Approve Remuneration Report           For        For
                 3      Reelect Lord MacLaurin of Knebworth   For        For
                        as Director
                 4      Reelect Kenneth Hydon as Director     For        For
                 5      Reelect Thomas Geitner as Director    For        For
                 6      Reelect Alec Broers as Director       For        For
                 7      Reelect Juergen Schrempp as Director  For        For
                 8      Elect John Buchanan as Director       For        For
                 9      Approve Final Dividend of 0.8983      For        For
                        Pence Per Share
                 10     Ratify Deloitte and Touche as         For        For
                        Auditors
                 11     Authorize Board to Fix Remuneration   For        For
                        of Auditors
                 12     Authorize EU Political Donations up   For        For
                        to GBP 100,000
                 13     Authorize Issuance of Equity or       For        For
                        Equity-Linked Securities with
                        Preemptive Rights up to Aggregate
                        Nominal Amount of USD 900,000,000
                 14     Authorize Issuance of Equity or       For        For
                        Equity-Linked Securities without
                        Preemptive Rights up to Aggregate
                        Nominal Amount of USD 340,000,000
                 15     Authorize 6,800,000,000 Shares for    For        For
                        Share Repurchase Program





                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

LB VALUE FUND (MERGED INTO THRIVENT LARGE CAP VALUE FUND ON 7/17/2004)

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             3,610
                 1      Increase Authorized Common Stock      For        For


12/11/03 - A     AutoZone, Inc. *AZO*              053332102                         10/14/03             1,200
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/28/03 - S     First Data Corp. *FDC*            319963104                         09/08/03             7,320
                 1      Approve Merger Agreement              For        For


11/25/03 - A     Fox Entertainment Group, Inc.     35138T107                         09/29/03            11,470
                 *FOX*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director K. Rupert Murdoch,
                        AC --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of insiders Lachlan K. Murdoch,  Arthur
                          M. Siskind,  David F. DeVoe,  Peter Chernin,  and
                          K.  Rupert   Murdoch,   AC.  We  recommend   that
                          shareholders   WITHHOLD  votes  from  Lachlan  K.
                          Murdoch,  Arthur M.  Siskind  and David F.  DeVoe
                          for   failure   to   establish   an   independent
                          nominating  committee.  We  also  recommend  that
                          shareholders  WITHHOLD  votes from Peter  Chernin
                          and K. Rupert  Murdoch  for  standing as insiders
                          on the Compensation  Committee and for failure to
                          establish an independent nominating committee.
                 1.2    Elect Director Peter Chernin ---
                        Withhold
                 1.3    Elect Director David F. DeVoe ---
                        Withhold
                 1.4    Elect Director Arthur M. Siskind
                        --- Withhold
                 1.5    Elect Director Lachlan K. Murdoch
                        --- Withhold
                 1.6    Elect Director Christos M. Cotsakos
                        --- For
                 1.7    Elect Director Thomas W. Jones ---
                        For
                 1.8    Elect Director Peter Powers --- For
                 2      Ratify Auditors                       For        For


10/24/03 - A     Harris Corp. *HRS*                413875105                         08/29/03             7,500
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/11/03 - A     Microsoft Corp. *MSFT*            594918104                         09/12/03            10,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William H. Gates,
                        III --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of Jon A.  Shirley.  We recommend  that
                          shareholders  WITHHOLD  votes from Jon A. Shirley
                          for  standing  as an  affiliated  outsider on the
                          Audit Committee.
                 1.2    Elect Director Steven A. Ballmer
                        --- For
                 1.3    Elect Director James I. Cash, Jr.,
                        Ph.D. --- For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Ann McLaughlin
                        Korologos --- For
                 1.6    Elect Director David F. Marquardt
                        --- For
                 1.7    Elect Director Charles H. Noski ---
                        For
                 1.8    Elect Director Dr. Helmut Panke ---
                        For
                 1.9    Elect Director Wm. G. Reed, Jr. ---
                        For
                 1.10   Elect Director Jon A. Shirley ---
                        Withhold
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Non-Employee Director Stock     For        For
                        Option Plan
                        Shareholder Proposal
                 4      Refrain from Giving Charitable        Against    Against
                        Contributions


10/13/03 - A     Oracle Corp. *ORCL*               68389X105                         08/21/03             9,800
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For
                 4      Amend Non-Employee Director Omnibus   For        For
                        Stock Plan
                        Shareholder Proposal
                 5      Implement China Principles            Against    Against


10/14/03 - A     The Procter & Gamble Company      742718109                         08/01/03             3,300
                 *PG*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan
                        Shareholder Proposals
                 4      Declassify the Board of Directors     Against    Against
                 5      Label Genetically Engineered Foods    Against    Against





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

LB VALUE FUND (MERGED INTO THRIVENT LARGE CAP VALUE FUND ON 7/17/2004)

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/24/04 - A     Applied Materials, Inc. *AMAT*    038222105                         01/30/04             7,820
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For


03/17/04 - S     Bank of America Corp. *BAC*       060505104                         01/26/04            10,378
                 1      Approve Merger Agreement              For        For
                 2      Amend Omnibus Stock Plan              For        For
                 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.


01/22/04 - A     BJ Services Company *BJS*         055482103                         12/05/03             3,100
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Foreign Operations Risk     Against    Against


01/09/04 - S     Countrywide Financial Corp.       222372104                         11/28/03             3,800
                 *CFC*
                 1      Increase Authorized Common Stock      For        For


02/03/04 - A     Emerson Electric Co. *EMR*        291011104                         11/24/03             1,400
                 1      Elect Directors                       For        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      Ratify Auditors                       For        For


03/31/04 - A     Freddie Mac *FRE*                 313400301                         02/20/04             6,640
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/17/04 - A     Hewlett-Packard Co. *HPQ*         428236103                         01/20/04            22,700
                 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
                 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  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.


01/28/04 - A     Johnson Controls, Inc. *JCI*      478366107                         11/20/03             2,400
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert L. Barnett
                        --- For
                 1.2    Elect Director Willie D. Davis ---
                        For
                 1.3    Elect Director Jeffrey A. Joerres
                        --- For
                 1.4    Elect Director Richard F. Teerlink
                        --- For
                 2      Ratify Auditors                       For        For
                 3      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.
                 4      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.
                 5      Approve Non-Employee Director Stock   For        For
                        Option Plan
                          The  total  cost of the  company's  plans of 3.20
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.
                 6      Amend Restricted Stock Plan           For        For
                          The  total  cost of the  company's  plans of 3.58
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.


03/25/04 - A     Nokia Corp.                       654902204                         01/30/04             5,100
                        Meeting for Holders of ADRs
                 1      APPROVAL OF THE INCOME STATEMENTS     For        For
                        AND THE BALANCE SHEETS.
                 2      APPROVAL OF A DIVIDEND OF EUR 0.30    For        For
                        PER SHARE.
                 3      APPROVAL OF THE DISCHARGE OF THE      For        For
                        CHAIRMAN, THE MEMBERS OF THE BOARD
                        OF DIRECTORS AND THE PRESIDENT FROM
                        LIABILITY.
                 4      Elect Directors                       For        For
                 5      Ratify Auditors                       For        For
                 6      APPROVAL OF THE PROPOSAL OF THE       For        For
                        BOARD TO REDUCE THE SHARE CAPITAL
                        THROUGH CANCELLATION OF NOKIA
                        SHARES HELD BY THE COMPANY
                 7      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO INCREASE THE SHARE
                        CAPITAL OF THE COMPANY.
                 8      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO REPURCHASE NOKIA
                        SHARES.
                 9      APPROVAL OF THE AUTHORIZATION TO      For        For
                        THE BOARD TO DISPOSE NOKIA SHARES
                        HELD BY THE COMPANY.
                 10     APPROVAL OF THE PROPOSAL OF THE       For        For
                        BOARD TO INCREASE THE CAPITAL OF
                        THE FOUNDATION OF NOKIA CORPORATION.
                 11     MARK THE FOR BOX IF YOU WISH TO       None       Against
                        INSTRUCT THE DEPOSITARY TO GIVE A
                        PROXY TO ANY ONE OF MARIANNA
                        UOTINEN-TARKOMA, ESA KAUNISTOLA,
                        BOTH LEGAL COUNSELS OF NOKIA
                        CORPORATION, TO AUTHORIZE ANY OF
                        THEM (WITH FULL POWER OF
                        SUBSTITUTION) TO VOTE, IN THEIR
                        DISCR


03/31/04 - A     The Goldman Sachs Group, Inc.     38141G104                         02/02/04             2,500
                 *GS*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Declassify the Board of Directors     Against    Against


03/19/04 - S     The St. Paul Travelers            792860108                         02/06/04             1,142
                 Companies, Inc. *STA*
                 1      Issue Shares in Connection with a     For        For
                        Merger Agreement
                 2      Amend Bylaws                          For        For
                 3      Amend Articles                        For        For
                 4      Reduce Supermajority Vote             For        For
                        Requirement


03/03/04 - A     The Walt Disney Company *DIS*     254687106                         01/16/04            13,900
                 1      Elect Directors                       For        Split
                 1.1    Elect Director John E. Bryson ---
                        For
                          At the end of the day,  all  roads  lead  back to
                          Eisner.  For 20 years Disney's revolving door for
                          board   members  and   management   has  had  one
                          constant ' Mr. Eisner.  The boardroom battles and
                          management   departures,   which   pre-date   the
                          Disney/Gold    campaign,    are    disappointing,
                          expensive,  distracting,  and  not  in  the  best
                          interest  of  shareholders.  If there were ever a
                          case for  separating  the roles of  Chairman  and
                          CEO,  this  company  is the  poster  child.  Were
                          there a  shareholder  proposal  on the  ballot to
                          separate  those roles,  we would  support it. The
                          withhold  vote  recommendation  on Mr.  Eisner is
                          meant as a signal  to try a  little  harder,  not
                          just on paper.  The  structural  changes  adopted
                          recently  at Disney are too new and too  untested
                          for   investors  to  know  whether   they'll  get
                          traction over time. We believe that  shareholders
                          will be best served by cracking  opening the door
                          to the boardroom.  In a year's time, we'll have a
                          better  idea if the  recent  reforms  have  taken
                          hold. If not,  shareholders may be best served by
                          boardroom  change.        ISS  recommends  a vote
                          FOR  the  directors  with  the  exception  of Mr.
                          Eisner for whom we recommend a WITHHOLD vote.
                 1.2    Elect Director John S. Chen --- For
                 1.3    Elect Director Michael D. Eisner
                        --- Withhold
                 1.4    Elect Director Judith L. Estrin ---
                        For
                 1.5    Elect Director Robert A. Iger ---
                        For
                 1.6    Elect Director Aylwin B. Lewis ---
                        For
                 1.7    Elect Director Monica C. Lozano ---
                        For
                 1.8    Elect Director Robert W.
                        Matschullat --- For
                 1.9    Elect Director George J. Mitchell
                        --- For
                 1.10   Elect Director Leo J. O'Donovan,
                        S.J. --- For
                 1.11   Elect Director Gary L. Wilson ---
                        For
                 2      Ratify Auditors                       For        For
                 3      China Principles                      Against    Against
                 4      Report on Supplier Labor Standards    Against    Against
                        in China
                 5      Report on Amusement Park Safety       Against    Abstain


03/25/04 - A     Tyco International Ltd. *TYC*     902124106                         03/25/04            14,700
                        Meeting for Holders of ADRs
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      ADOPTION OF THE AMENDED AND           For        For
                        RESTATED BYE-LAWS.
                 4      APPROVAL OF TYCO 2004 STOCK AND       For        For
                        INCENTIVE PLAN.
                 5      SHAREHOLDER PROPOSAL REGARDING        For        For
                        ENVIRONMENTAL REPORTING.
                 6      SHAREHOLDER PROPOSAL TO CHANGE TYCO   Against    Against
                        S JURISDICTION OF INCORPORATION
                        FROM BERMUDA TO A U.S. STATE.
                 7      SHAREHOLDER PROPOSAL ON COMMON        Against    Against
                        SENSE EXECUTIVE COMPENSATION.





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

LB VALUE FUND (MERGED INTO THRIVENT LARGE CAP VALUE FUND ON 7/17/2004)

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

04/23/04 - A     Abbott Laboratories *ABT*        002824100                          02/25/04             1,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Drug Pricing                          Against    Against                ShrHoldr
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/30/04 - A     Aetna Inc. *AET*                 00817Y108                          02/27/04             3,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Betsy Z. Cohen ---
                       For
                 1.2   Elect Director Barbara Hackman
                       Franklin --- For
                 1.3   Elect Director Jeffrey E. Garten
                       --- For
                 1.4   Elect Director Earl G. Graves ---
                       For
                 1.5   Elect Director Gerald Greenwald ---
                       For
                 1.6   Elect Director Ellen M. Hancock ---
                       For
                 1.7   Elect Director Michael H. Jordan
                       --- For
                 1.8   Elect Director Jack D. Kuehler ---
                       For
                 1.9   Elect Director Edward J. Ludwig ---
                       For
                 1.10  Elect Director Joseph P. Newhouse
                       --- For
                 1.11  Elect Director Judith Rodin --- For
                 1.12  Elect Director John W. Rowe, M.D.
                       --- For
                 1.13  Elect Director Ronald A. Williams
                       --- For
                 1.14  Elect Director R. David Yost --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  believe  that  the  Compensation  Committee,
                          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,
                          we believe this proposal is too restrictive,  as
                          it  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.


04/22/04 - A     Alcan Inc. *AL.*                 013716105                          03/03/04             3,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director R. Berger ---
                       Withhold
                          We recommend  withholding  votes from Mr. Berger
                          due to his poor board meeting attendance.
                 1.2   Elect Director L.D. Desautels ---
                       For
                 1.3   Elect Director T. Engen --- For
                 1.4   Elect Director L.Y. Fortier --- For
                 1.5   Elect Director J.P. Jacamon --- For
                 1.6   Elect Director W.R. Loomis --- For
                 1.7   Elect Director Y. Mansion --- For
                 1.8   Elect Director C. Morin-Postel ---
                       For
                 1.9   Elect Director J.E. Newall --- For
                 1.10  Elect Director G. Saint-Pierre ---
                       For
                 1.11  Elect Director G. Schulmeyer --- For
                 1.12  Elect Director P.M. Tellier --- For
                 1.13  Elect Director M.K. Wong --- For
                 2     Approve Auditors and Authorize        For        For                    Mgmt
                       Board to Fix Remuneration of
                       Auditors


04/30/04 - A     Alcoa Inc. *AA*                  013817101                          02/02/04             8,850
                 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
                 3     Report on Pay Disparity               Against    Abstain                ShrHoldr
                 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,  we
                          find   the   proposal   in  this   case   overly
                          restrictive and recommend voting AGAINST it.


04/22/04 - A     ALLTEL Corp. *AT*                020039103                          02/24/04             3,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Ammend EEO - Sexual Orientation       Against    Abstain                ShrHoldr


04/29/04 - A     Altria Group, Inc. *MO*          02209S103                          03/08/04            10,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Product Warnings for        Against    Against                ShrHoldr
                       Pregnant Women
                 4     Report on Health Risks Associated     Against    Against                ShrHoldr
                       with Cigarette Filters
                 5     Political Contributions/Activities    Against    Against                ShrHoldr
                 6     Cease Use of Light and Ultra Light    Against    Against                ShrHoldr
                       in Cigarette Marketing
                 7     Place Canadian Style Warnings on      Against    Against                ShrHoldr
                       Cigarette Packaging
                 8     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/26/04 - A     American Express Co. *AXP*       025816109                          02/27/04             8,700
                 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,  we take 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 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.


05/19/04 - A     American International Group,    026874107                          03/26/04            10,300
                 Inc. *AIG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Divest from Tobacco Equities          Against    Against                ShrHoldr
                 7     Link Executive Compensation to        Against    Against                ShrHoldr
                       Predatory Lending


05/17/04 - A     Anthem Inc. *ATH*                03674B104                          03/19/04             2,700
                 1     Elect Directors                       For        For                    Mgmt


06/28/04 - S     Anthem Inc. *ATH*                03674B104                          05/10/04             2,900
                 1     Issue Shares in Connection with an    For        For                    Mgmt
                       Acquisition
                 2     Change Company Name                   For        For                    Mgmt


05/06/04 - A     Apache Corp. *APA*               037411105                          03/17/04             7,920
                 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    Against                ShrHoldr


05/19/04 - A     AT&T Wireless Services, Inc.     00209A106                          03/22/04            18,400
                 *AWE*
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Nobuharu Ono --- For
                 2.2   Elect Director Carolyn M. Ticknor
                       --- For
                 2.3   Elect Director John D. Zeglis ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   compensation   committee  is  composed  of
                          entirely of independent  directors and currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          compensation    committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent   that  the   company's   compensation
                          program should utilize  justifiable  performance
                          criteria,  the  proposed  caps and  restrictions
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.
                 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     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


04/28/04 - A     Baker Hughes Incorporated        057224107                          03/03/04             8,000
                 *BHI*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Edward P. Djerejian
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes  from   independent   outsiders
                          Charles  L.  Watson,  H. John  Riley,  Jr.,  and
                          Edward P.  Djerejian  for  failure to  implement
                          the board declassification proposal.
                 1.2   Elect Director H. John Riley, Jr.
                       --- Withhold
                 1.3   Elect Director Charles L. Watson
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Baker Hughes does not have a rights  plan.  Last
                          year the board  adopted a policy that any future
                          poison  pill must be  ratified  by  shareholders
                          either at the time of  adoption  or, if  advised
                          by a committee of independent directors,  within
                          a year of  adoption  or else the pill  will then
                          expire.  We believe  that such a policy  strikes
                          an  appropriate   balance  between  the  board's
                          exercise  of its  fiduciary  duty and the rights
                          of  shareholders to ensure that a future pill is
                          not used in an abusive fashion.


05/26/04 - A     Bank of America Corp. *BAC*      060505104                          04/07/04            14,390
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William Barnet, III
                       --- For
                 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 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
                 6     Establish Independent Committee to    Against    Against                ShrHoldr
                       Review Mutual Fund Policy
                          In  view  of  the  company's   efforts  and  the
                          disclosure  expected  with the final  settlement
                          agreement,  we do not support  this  proposal at
                          this time.
                 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             8,500
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Basf Ag                          055262505                          03/23/04             2,900
                       Meeting for Holders of ADRs
                 1     ADOPTION OF A RESOLUTION ON THE       For        For                    Mgmt
                       APPROPRIATION OF PROFIT
                 2     ADOPTION OF A RESOLUTION GIVING       For        For                    Mgmt
                       FORMAL APPROVAL TO THE ACTIONS OF
                       THE SUPERVISORY BOARD
                 3     ADOPTION OF A RESOLUTION GIVING       For        For                    Mgmt
                       FORMAL APPROVAL TO THE ACTIONS OF
                       THE BOARD OF EXECUTIVE DIRECTORS
                 4     ELECTION OF AN AUDITOR FOR THE        For        For                    Mgmt
                       FINANCIAL YEAR 2004
                 5     AUTHORIZATION TO BUY BACK SHARES      For        For                    Mgmt
                       AND TO PUT THEM TO FURTHER USE
                       INCLUDING THE AUTHORIZATION TO
                       REDEEM BOUGHT-BACK SHARES AND
                       REDUCE CAPITAL
                 6     AUTHORIZATION TO ACQUIRE OUR OWN      For        Against                Mgmt
                       SHARES USING DERIVATIVE FINANCIAL
                       INSTRUMENTS
                          The use of an  independent  qualified  financial
                          intermediary  and a restriction on the number or
                          shares that could be  repurchased in this manner
                          would  reduce risk.  Considering  the absence of
                          any    indication    that    either   of   these
                          restrictions   would  apply,   we  consider  the
                          potential   risks  to  outweigh  the   potential
                          benefits.          We  recommend a vote  against
                          this  resolution  on the  basis  that  it  would
                          allow the board to use a  speculative  financial
                          instrument without sufficient safeguards.
                 7     RESOLUTION ON THE CANCELLATION OF     For        For                    Mgmt
                       EXISTING AND THE CREATION OF NEW
                       AUTHORIZED CAPITAL AND AMENDMENT OF
                       THE ARTICLES OF ASSOCIATION
                 8     APPROVAL OF A CONTROL AND PROFIT      For        For                    Mgmt
                       AND LOSS TRANSFER AGREEMENT


04/26/04 - A     Bellsouth Corp. *BLS*            079860102                          03/08/04            11,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should utilize justifiable  performance criteria
                          and  challenging  performance  benchmarks,   the
                          proposed  caps  on   restricted   stock  grants,
                          severance  payments,  salary and bonus, would be
                          unduly  restrictive.  Thus,  we do  not  support
                          this proposal.
                 6     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to determine the CEO's pay based on
                          a  number  of  factors,   rather  then  have  an
                          arbitrary    cap   to   determine    the   CEO's
                          compensation.    While   we    understand    the
                          proponents'  concerns with  escalating  CEO pay,
                          we  believe  that  the  proposed  cap  would  be
                          unduly  restrictive.  Thus,  we do  not  support
                          this proposal.
                 7     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


06/24/04 - A     Best Buy Co., Inc. *BBY*         086516101                          04/26/04             2,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


04/15/04 - A     BP PLC (Form. Bp Amoco Plc )     055622104                          02/23/04             7,400
                       Meeting for Holders of ADRs
                 1     Elect Directors                       For        For                    Mgmt
                 2     TO ELECT MR A BURGMANS AS A DIRECTOR  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     TO AMEND THE ARTICLES OF              For        For                    Mgmt
                       ASSOCIATION OF THE COMPANY
                 5     TO GIVE AUTHORITY TO ALLOT SHARES     For        For                    Mgmt
                       UP TO A SPECIFIED AMOUNT
                 6     SPECIAL RESOLUTION: TO GIVE           For        For                    Mgmt
                       AUTHORITY TO ALLOT A LIMITED NUMBER
                       OF SHARES FOR CASH WITHOUT MAKING
                       AN OFFER TO SHAREHOLDERS
                 7     SPECIAL RESOLUTION: TO GIVE LIMITED   For        For                    Mgmt
                       AUTHORITY FOR THE PURCHASE OF ITS
                       OWN SHARES BY THE COMPANY
                 8     TO AUTHORISE THE USE OF TREASURY      For        For                    Mgmt
                       SHARES FOR EMPLOYEE SHARE SCHEMES
                 9     TO APPROVE THE DIRECTORS              For        For                    Mgmt
                       REMUNERATION REPORT
                 10    TO DETERMINE THE LIMIT FOR THE        For        For                    Mgmt
                       AGGREGATE REMUNERATION OF THE
                       NON-EXECUTIVE DIRECTORS
                 11    TO RECEIVE THE DIRECTORS ANNUAL       For        For                    Mgmt
                       REPORT AND THE ACCOUNTS
                 12    SPECIAL SHAREHOLDER RESOLUTION: TO    Against    Against                ShrHoldr
                       INSTRUCT THE COMPANY TO PREPARE A
                       REPORT MAKING CERTAIN DISCLOSURES
                       ON MATTERS OF CONTROL AND RISK IN
                       PROTECTED AND SENSITIVE AREAS


05/04/04 - A     Bristol-Myers Squibb Co. *BMY*   110122108                          03/08/04             8,700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Peter R. Dolan ---
                       For
                 1.2   Elect Director Louis V. Gerstner,
                       Jr. --- For
                 1.3   Elect Director Leif Johansson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 4     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       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.


04/21/04 - A     Burlington Northern Santa Fe     12189T104                          02/27/04             7,800
                 Corp. *BNI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Alan L. Boeckmann
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsiders   Marc  F.
                          Racicot  and  Vilma S.  Martinez.  We  recommend
                          that  shareholders  WITHHOLD  votes from Marc F.
                          Racicot and Vilma S.  Martinez  for  standing as
                          affiliated   outsiders  on  the   Directors  and
                          Corporate Governance Committee,  which serves as
                          the nominating committee.
                 1.2   Elect Director Vilma S. Martinez
                       --- Withhold
                 1.3   Elect Director Marc F. Racicot ---
                       Withhold
                 1.4   Elect Director Roy S. Roberts ---
                       For
                 1.5   Elect Director Matthew K. Rose ---
                       For
                 1.6   Elect Director Marc J. Shapiro ---
                       For
                 1.7   Elect Director J.C. Watts, Jr. ---
                       For
                 1.8   Elect Director Robert H. West ---
                       For
                 1.9   Elect Director J. Steven Whisler
                       --- For
                 1.10  Elect Director Edward E. Whitacre,
                       Jr. --- For
                 1.11  Elect Director Michael B. Yanney
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Burlington Resources Inc. *BR*   122014103                          02/23/04             2,200
                 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
                 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


04/14/04 - A     Caterpillar Inc. *CAT*           149123101                          02/17/04             5,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Although we commend  the  company for  approving
                          the  TIDE  provision  to  the  company's  rights
                          plan,  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.
                 5     Report on Equipment Sales to Israel   Against    Against                ShrHoldr
                          In  this  case,  we  agree  with  the  company's
                          statement on the issue.  While we recommend that
                          Caterpillar  continuously  review  the risks and
                          opportunities  associated  with each market that
                          the  company  operates  in,  it would be  overly
                          burdensome  and  potentially  costly to  monitor
                          and  respond  to issues  resulting  from the end
                          use of the company's products.  Further, we note
                          that Caterpillar  complies with current laws and
                          regulations regarding international  operations.
                          Additionally,    we   agree   that    government
                          officials and  organizations  can better address
                          the political aspects of this proposal,  and may
                          represent  a more  appropriate  forum  for these
                          concerns.   As   such,   we  do  not   recommend
                          shareholder  support  for this  proposal at this
                          time.
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/20/04 - A     Cendant Corporation *CD*         151313103                          02/23/04            12,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                       Shareholder Proposals
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


04/28/04 - A     ChevronTexaco Corp. *CVX*        166764100                          03/01/04             7,210
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Shareholder Rights Plan         For        For                    Mgmt
                       (Poison Pill) Policy
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          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
                 9     Report on Renewable Energy            Against    Against                ShrHoldr


04/28/04 - A     CIGNA Corp. *CI*                 125509109                          03/01/04             1,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Citigroup Inc. *C*               172967101                          02/27/04            34,999
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We feel 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.  While
                          we are concerned  that certain  companies  award
                          compensation  packages without  consideration of
                          performance  hurdles,   being  unable  to  issue
                          stock   options   could  hinder  the   company's
                          ability   to  attract   and   retain   competent
                          executive   officers.   As  such,  we  recommend
                          shareholders oppose this request.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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


04/28/04 - A     Clear Channel Communications,    184502102                          03/08/04             7,500
                 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


05/26/04 - A     Comcast Corp. *CMCSA*            20030N101                          03/15/04             6,323
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director S. Decker Anstrom
                       --- For
                 1.2   Elect Director C. Michael Armstrong
                       --- For
                 1.3   Elect Director Kenneth J. Bacon ---
                       For
                 1.4   Elect Director Sheldon M. Bonovitz
                       --- For
                 1.5   Elect Director Julian A. Brodsky
                       --- For
                 1.6   Elect Director Joseph L. Castle, II
                       --- For
                 1.7   Elect Director J. Michael Cook ---
                       For
                 1.8   Elect Director Brian L. Roberts ---
                       For
                 1.9   Elect Director Ralph J. Roberts ---
                       For
                 1.10  Elect Director Dr. Judith Rodin ---
                       For
                 1.11  Elect Director Michael I. Sovern
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Restricted Stock Plan           For        For                    Mgmt
                 4     Amend                                 For        For                    Mgmt
                       Articles/Bylaws/Charter-Non-Routine
                 5     Require Two-Thirds Majority of        Against    For                    ShrHoldr
                       Independent Directors on Board
                          Currently,   according  to  our   definition  of
                          independence,   the  board   consists   of  four
                          insiders,  one  affiliated  outsiders,  and  six
                          independent  outsiders.  A majority of the board
                          members are independent  outsiders,  however, we
                          prefer  that  a  substantial   majority  of  the
                          directors  be   independent.   In  the  case  of
                          Comcast,    we   believe   that   a   two-thirds
                          independent board is particularly  important due
                          to Comcast's dual class ownership  structure and
                          several  insiders   currently   sitting  on  the
                          board.   Therefore,  we  recommend  shareholders
                          support this proposal.
                 6     Political Contributions/Activities    Against    Against                ShrHoldr
                          In light of the potential costs  associated with
                          the   requested   report,   we  recommend   that
                          shareholders oppose this request.
                 7     Nominate Two Directors for every      Against    For                    ShrHoldr
                       open Directorships
                          Since  approval of this  proposal  will  provide
                          shareholders  with  greater  choice  during  the
                          director  election  process,  we recommend  that
                          shareholders support this initiative.
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          We oppose  this item  because it could place the
                          company  at  a   competitive   disadvantage   in
                          attempting to attract a qualified CEO.
                 9     Adopt a Recapitalization Plan         Against    For                    ShrHoldr
                          As  a  non-binding   proposal,  we  support  the
                          request   for  the  company  to  take  steps  to
                          develop  a  recapitalization  plan  where all of
                          the company's  outstanding  stock would have one
                          vote.  In general,  we believe  that  simplified
                          capital  structures  where voting  interests are
                          proportional    to   economic    interests   are
                          preferable  to  dual  class   structures   where
                          management owns supervoting stock.


05/05/04 - A     ConocoPhillips *COP*             20825C104                          03/10/04            14,211
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Report on Drilling in the Arctic      Against    Against                ShrHoldr
                       National Wildlife Refuge


06/16/04 - A     Countrywide Financial Corp.      222372104                          04/19/04             6,099
                 *CFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/12/04 - A     CVS Corporation *CVS*            126650100                          03/15/04            11,630
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director W. Don Cornwell ---
                       For
                 1.2   Elect Director Thomas P. Gerrity
                       --- For
                 1.3   Elect Director Stanley P. Goldstein
                       --- For
                 1.4   Elect Director Marian L. Heard ---
                       For
                 1.5   Elect Director William H. Joyce ---
                       For
                 1.6   Elect Director Terry R. Lautenbach
                       --- For
                 1.7   Elect Director Terrence Murray ---
                       For
                 1.8   Elect Director Sheli Z. Rosenberg
                       --- For
                 1.9   Elect Director Thomas M. Ryan ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          While  we do like  some of the  elements  of the
                          proposal,  such as the  annual  bonus  based  on
                          well-defined    quantitative   and   qualitative
                          performance  measures,  granting  of  restricted
                          stock  based  on   achievement   of  justifiable
                          performance   criteria,   we  believe   that  an
                          independent  Compensation  Committee 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.  We believe this proposal is
                          too  restrictive,   as  it  would  limit  equity
                          awards to  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.


04/23/04 - A     Dominion Resources, Inc. *D*     25746U109                          02/27/04             7,370
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Susan B. Allen ---
                       For
                 1.2   Elect Director Peter W. Brown ---
                       For
                 1.3   Elect Director Ronald J. Calise ---
                       For
                 1.4   Elect Director Thos. E. Capps ---
                       For
                 1.5   Elect Director George A. Davidson,
                       Jr. --- For
                 1.6   Elect Director John W. Harris ---
                       For
                 1.7   Elect Director Robert S. Jepson,
                       Jr. --- For
                 1.8   Elect Director Benjamin J. Lambert,
                       III --- For
                 1.9   Elect Director Richard L.
                       Leatherwood --- For
                 1.10  Elect Director Margaret A. McKenna
                       --- For
                 1.11  Elect Director Kenneth A. Randall
                       --- For
                 1.12  Elect Director Frank S. Royal ---
                       For
                 1.13  Elect Director S. Dallas Simmons
                       --- For
                 1.14  Elect Director Robert H. Spilman
                       --- For
                 1.15  Elect Director David A. Wollard ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Executive Compensation to      Against    Against                ShrHoldr
                       Vote
                          We   believe   that  such   proposal   will  put
                          unnecessary  restrictions  on  grants  of awards
                          since any plan  allowing  for grant of incentive
                          stock   options   requires   prior   shareholder
                          approval.    This   item   does   not    warrant
                          shareholder approval.


04/20/04 - A     Dover Corp. *DOV*                260003108                          02/27/04             3,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David H. Benson ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Gary L. Roubos.  We recommend  that
                          shareholders  WITHHOLD votes from Gary L. Roubos
                          for  standing as an  affiliated  outsider on the
                          Audit  Committee and Gary L. Roubos for standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.2   Elect Director Jean-Pierre M. Ergas
                       --- For
                 1.3   Elect Director Kristiane C. Graham
                       --- For
                 1.4   Elect Director Ronald L. Hoffman
                       --- For
                 1.5   Elect Director James L. Koley ---
                       For
                 1.6   Elect Director Richard K. Lochridge
                       --- For
                 1.7   Elect Director Thomas L. Reece ---
                       For
                 1.8   Elect Director Bernard G. Rethore
                       --- For
                 1.9   Elect Director Gary L. Roubos ---
                       Withhold
                 1.10  Elect Director Michael B. Stubbs
                       --- For
                 2     Approve Omnibus Stock Plan            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.


04/28/04 - A     E.I. Du Pont De Nemours & Co.    263534109                          03/09/04             4,400
                 *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
                 4     Adopt and Report on a Code of         Against    Abstain                ShrHoldr
                       Corporate Conduct
                 5     Limit Executive Compensation          Against    For                    ShrHoldr
                          Due to  escalating  executive  pay and the  fact
                          that the report  requested  will shed some light
                          on company's  pay  practices  and  policies,  we
                          believe that this proposal warrants  shareholder
                          approval.


05/14/04 - A     Entergy Corp. *ETR*              29364G103                          03/17/04             3,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Maureen Scannell
                       Bateman --- For
                 1.2   Elect Director W. Frank Blount ---
                       For
                 1.3   Elect Director Simon D. deBree ---
                       For
                 1.4   Elect Director Claiborne P. Deming
                       --- For
                 1.5   Elect Director Alexis M. Herman ---
                       For
                 1.6   Elect Director Donald C. Hintz ---
                       For
                 1.7   Elect Director J. Wayne Leonard ---
                       For
                 1.8   Elect Director Robert v.d. Luft ---
                       For
                 1.9   Elect Director Kathleen A. Murphy
                       --- For
                 1.10  Elect Director Paul W. Murrill ---
                       For
                 1.11  Elect Director James R. Nichols ---
                       For
                 1.12  Elect Director William A. Percy, II
                       --- For
                 1.13  Elect Director Dennis H. Reilley
                       --- For
                 1.14  Elect Director Wm. Clifford Smith
                       --- For
                 1.15  Elect Director Bismark A.
                       Steinhagen --- For
                 1.16  Elect Director Steven V. Wilkinson
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    Against                ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.
                          However,  the  company  appears to have a policy
                          in place that is  consistent  with the proposal.
                          Therefore,  we believe this proposal is moot and
                          does not warrant shareholder support.
                 4     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options,   SARs  and  severance  packages
                          would  effectively  limit the company's  ability
                          to  retain  and  attract  qualified  management.
                          This proposal is too  restrictive,  and does not
                          warrant shareholder approval.


05/04/04 - A     EOG Resources, Inc. *EOG*        26875P101                          03/08/04             3,770
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director George A. Alcorn ---
                       For
                 1.2   Elect Director Charles R. Crisp ---
                       For
                 1.3   Elect Director Mark G. Papa --- For
                 1.4   Elect Director Edmund P. Segner,
                       III --- For
                 1.5   Elect Director Donald F. Textor ---
                       For
                 1.6   Elect Director Frank G. Wisner ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     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             4,200
                 *EOP*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Exelon Corp. *EXC*               30161N101                          03/01/04             5,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/26/04 - A     Exxon Mobil Corp. *XOM*          30231G102                          04/05/04            29,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael J. Boskin
                       --- For
                 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
                 4     Affirm Political Nonpartisanship      Against    Against                ShrHoldr
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Equatorial Guinea           Against    Against                ShrHoldr
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Amend EEO Statement to Include        Against    Abstain                ShrHoldr
                       Reference to 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.


05/25/04 - A     Fannie Mae *FNM*                 313586109                          04/06/04             6,810
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/19/04 - A     First Data Corp. *FDC*           319963104                          03/22/04             8,220
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     FirstEnergy Corporation *FE*     337932107                          03/23/04             6,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Paul T. Addison ---
                       For
                 1.2   Elect Director Ernest J. Novak, Jr.
                       --- For
                 1.3   Elect Director John M. Pietruski
                       --- For
                 1.4   Elect Director Catherine A. Rein
                       --- For
                 1.5   Elect Director Robert C. Savage ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Reduce Supermajority Vote             For        For                    Mgmt
                       Requirement
                 5     Approve Deferred Compensation Plan    For        For                    Mgmt
                 6     Approve Deferred Compensation Plan    For        For                    Mgmt
                 7     Expense Stock Options                 Against    For                    ShrHoldr
                          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 other forms of  compensation
                          to better  reflect the  company's  true earnings
                          and  provide   additional   discipline   against
                          overuse.
                 8     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder  vote or redeemed
                          and that  any new  pill be put to a  shareholder
                          vote.  Even if the  company's  current pill ends
                          up being  redeemed  as  planned,  this  proposal
                          deserves   shareholder  support  because  of  it
                          calls on the board to submit  future  pills to a
                          shareholder vote as well.
                 9     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 10    Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes and severance plans.


05/21/04 - A     FPL Group, Inc. *FPL*            302571104                          03/16/04             5,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 6     Increase Authorized Common Stock      For        For                    Mgmt


05/05/04 - A     General Dynamics Corp. *GD*      369550108                          03/12/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    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.
                 4     Report on Foreign Military Sales      Against    Against                ShrHoldr


04/28/04 - A     General Electric Co. *GE*        369604103                          03/01/04             8,300
                 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
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 5     Eliminate Animal Testing              Against    Against                ShrHoldr
                 6     Report on Nuclear Fuel Storage Risks  Against    Against                ShrHoldr
                 7     Report on PCB Clean-up                Against    Against                ShrHoldr
                 8     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr
                 9     Prepare Sustainability Report         Against    Against                ShrHoldr
                 10    Limit Composition of Management       Against    Against                ShrHoldr
                       Development and Compensation
                       Committee to Independent Directors
                 11    Report on Pay Disparity               Against    Abstain                ShrHoldr
                 12    Limit Awards to Executives            Against    Against                ShrHoldr
                 13    Limit Board Service for Other         Against    For                    ShrHoldr
                       Companies
                          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
                 15    Hire Advisor/Maximize Shareholder     Against    Against                ShrHoldr
                       Value
                 16    Adopt a Retention Ratio for           Against    Against                ShrHoldr
                       Executives and Directors
                 17    Require 70% to 80% Independent Board  Against    Against                ShrHoldr
                 18    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/04/04 - A     Georgia-Pacific Corp. *GP*       373298108                          03/10/04             6,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Barbara L. Bowles
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  James  B.  Williams,   David  R.
                          Goode,  Donald V. Fites,  and Barbara L. Bowles.
                          We recommend  that  shareholders  WITHHOLD votes
                          from James B. Williams,  David R. Goode,  Donald
                          V.  Fites,  and Barbara L. Bowles for failing to
                          remove  a  dead-hand,   slow-hand,   or  similar
                          feature in the company's poison pill.
                 1.2   Elect Director Donald V. Fites ---
                       Withhold
                 1.3   Elect Director David R. Goode ---
                       Withhold
                 1.4   Elect Director Karen N. Horn --- For
                 1.5   Elect Director William R. Johnson
                       --- For
                 1.6   Elect Director James B. Williams
                       --- Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Home Depot, Inc. (The) *HD*      437076102                          03/29/04             7,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gregory D. Brenneman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Claudio X.
                          Gonzalez.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Claudio X.  Gonzalez  for
                          sitting on more than six boards.
                 1.2   Elect Director Richard H. Brown ---
                       For
                 1.3   Elect Director John L. Clendenin
                       --- For
                 1.4   Elect Director Berry R. Cox --- For
                 1.5   Elect Director Claudio X. Gonzalez
                       --- Withhold
                 1.6   Elect Director Milledge A. Hart,
                       III --- For
                 1.7   Elect Director Bonnie G. Hill ---
                       For
                 1.8   Elect Director Kenneth G. Langone
                       --- For
                 1.9   Elect Director Robert L. Nardelli
                       --- For
                 1.10  Elect Director Roger S. Penske ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because the company  does not have a policy that
                          puts any future pill to a  shareholder  vote, we
                          recommend   that   shareholders   support   this
                          proposal.
                 5     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          Because  we  support  pay for  performance,  and
                          because the grants of  restricted  stock  (other
                          than  those  granted  under  the  LTIP)  are not
                          based  on  specific   performance   hurdles,  we
                          believe  the   proposal   warrants   shareholder
                          support.
                 6     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr
                 7     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes  and severance  plans,  and therefore
                          recommend  that  shareholders  vote  to  approve
                          this proposal.
                 8     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


04/26/04 - A     Honeywell International, Inc.    438516106                          02/27/04             8,708
                 *HON*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James J. Howard ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees  with the exception of new nominee Eric
                          K. Shinseki. We recommend  shareholders WITHHOLD
                          votes  from  Ivan  G.  Seidenberg,   Russell  E.
                          Palmer,  Bruce  Karatz,  and James J. Howard for
                          failure to  implement  the proposal to eliminate
                          the supermajority vote requirement.
                 1.2   Elect Director Bruce Karatz ---
                       Withhold
                 1.3   Elect Director Russell E. Palmer
                       --- Withhold
                 1.4   Elect Director Ivan G. Seidenberg
                       --- Withhold
                 1.5   Elect Director Eric K. Shinseki ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          As  a  matter  of  policy,   we  recommend  that
                          shareholders   vote  for  all   proposals   that
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders' best interest.
                 5     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We support 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.  This proposal also
                          allows the company to seek shareholder  approval
                          after the material  terms of the agreement  have
                          been agreed  upon.  Therefore,  we support  this
                          proposal.
                 6     Report on Pay Disparity               Against    Abstain                ShrHoldr
                 7     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/07/04 - A     Illinois Tool Works Inc. *ITW*   452308109                          03/09/04             1,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Intel Corp. *INTC*               458140100                          03/22/04            11,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Craig R. Barrett ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent   outsider  D.  James
                          Guzy. We recommend  that  shareholders  WITHHOLD
                          votes  from D.  James  Guzy for  sitting on more
                          than six boards.
                 1.2   Elect Director Charlene Barshefsky
                       --- For
                 1.3   Elect Director E. John P. Browne
                       --- For
                 1.4   Elect Director Andrew S. Grove ---
                       For
                 1.5   Elect Director D. James Guzy ---
                       Withhold
                 1.6   Elect Director Reed E. Hundt --- For
                 1.7   Elect Director Paul S. Otellini ---
                       For
                 1.8   Elect Director David S. Pottruck
                       --- For
                 1.9   Elect Director Jane E. Shaw --- For
                 1.10  Elect Director John L. Thornton ---
                       For
                 1.11  Elect Director David B. Yoffie ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 5     Limit/Prohibit Awards to Executives   Against    For                    ShrHoldr
                          The    company    currently    does    not   use
                          performance-vesting  awards in its  compensation
                          plans  for  senior   executives.   Although  the
                          proponent   in  its   supporting   statement  is
                          critical  of  fixed-price  options,  it does not
                          appear that the proposal  advocates  replacement
                          of  options  with  performance-based  restricted
                          stock.  The  proposal  requests  the the company
                          use performance-vesting  stock in development of
                          future  equity  awards  for  senior  executives.
                          Although  the  company  has   recently   adopted
                          officer   stockholding    guidelines,   a   more
                          rigorous  requirement would be 7x to 10x for the
                          CEO  and  scaled  down  for  other   executives.
                          Therefore,   we  believe   that  this   proposal
                          warrants shareholder support.
                 6     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          In this case, the company uses standard  options
                          for its  long  term  compensation.  It does  not
                          currently    award    or    plans    to    award
                          performance-based    options.    The    proposal
                          requests  for a portion of future  stock  option
                          grants   to  be   performance-based   to  senior
                          executives   and   is   therefore   not   unduly
                          restrictive.  The  company  should  be  able  to
                          identify  appropriate  performance  criteria and
                          clearly  disclose  the  associated   performance
                          goals or hurdle rates to the shareholders.  This
                          would provide  further  discipline and alignment
                          in   award   of   executive    compensation   to
                          shareholders interest.


04/27/04 - A     International Business           459200101                          02/27/04             3,850
                 Machines Corp. *IBM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Cathleen Black ---
                       For
                 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
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 6     Amend Pension and Retirement          Against    Against                ShrHoldr
                       Medical Insurance Plans
                          We   believe   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  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.          We  agree
                          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
                          We  support  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
                          We agree 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
                 11    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 12    Report on Executive Compensation      Against    For                    ShrHoldr
                          While   we   do   not   suggest   that   current
                          compensation   practices   have   the   intended
                          effects   suggested  by  the   shareholder,   we
                          nonetheless   support   this   proposal  as  the
                          additional  reporting will provide  shareholders
                          with  greater   transparency   on   compensation
                          policies.


05/11/04 - A     International Paper Co. *IP*     460146103                          03/17/04             6,640
                 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
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  note  that  the  compensation  committee  is
                          composed  entirely of independent  directors and
                          currently   sets  and  reviews   the   company's
                          executive  compensation program. We believe that
                          the  compensation   committee  should  have  the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather than have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should utilize justifiable  performance criteria
                          and  challenging  performance  benchmarks,   the
                          proposed caps on the CEO  compensation  would be
                          unduly  restrictive.  Thus,  we do  not  support
                          this proposal.


04/22/04 - A     Johnson & Johnson *JNJ*          478160104                          02/24/04             3,660
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Cease Charitable Contributions        Against    Against                ShrHoldr


05/25/04 - A     JP Morgan Chase & Co. *JPM*      46625H100                          04/02/04            19,900
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Hans W. Becherer ---
                       For
                 2.2   Elect Director Frank A. Bennack,
                       Jr. --- For
                 2.3   Elect Director John H. Biggs --- For
                 2.4   Elect Director Lawrence A. Bossidy
                       --- For
                 2.5   Elect Director Ellen V. Futter ---
                       For
                 2.6   Elect Director William H. Gray, III
                       --- For
                 2.7   Elect Director William B. Harrison,
                       Jr --- For
                 2.8   Elect Director Helene L. Kaplan ---
                       For
                 2.9   Elect Director Lee R. Raymond ---
                       For
                 2.10  Elect Director John R. Stafford ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                          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.
                 5     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.
                 6     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 7     Charitable Contributions              Against    Against                ShrHoldr
                          We    generally    believe    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 JP Morgan
                          Chase  Foundation  engages and donates to causes
                          that  management  believes are beneficial to the
                          communities  in which the company  operates  and
                          in the best  interests of the company.  Further,
                          the company provides  comprehensive  information
                          regarding  its  corporate  giving  grants in its
                          Corporate    Responsibility    Annual    Reports
                          available on the company's  website.  Therefore,
                          lacking  evidence  to the  contrary,  we believe
                          that continuing these  charitable  contributions
                          is in the best interests of the shareholders.
                 8     Political Contributions               Against    Against                ShrHoldr
                 9     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 10    Provide Adequate Disclosure for       Against    Against                ShrHoldr
                       over the counter Derivatives
                 11    Auditor Independence                  Against    For                    ShrHoldr
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 12    Submit Non-Employee Director          Against    Against                ShrHoldr
                       Compensation to Vote
                          JP  Morgan's  director  compensation  is in line
                          with the  compensation  practices  of its peers.
                          We  agree  with  the   company's   view  that  a
                          significant  portion  of  the  overall  director
                          compensation  be linked to the company's  stock.
                          At  this  time,  in the  absence  of  compelling
                          evidence   of  abusive   director   compensation
                          practices, we recommend against the proposal.
                 13    Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Since  approval  of this  proposal  will help JP
                          Morgan  review its  current  pay  practices  and
                          policies,   and  provide   transparency  to  its
                          shareholders, we support this request.


04/29/04 - A     Kimberly-Clark Corp. *KMB*       494368103                          03/01/04             4,010
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Pastora San Juan
                       Cafferty --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from  independent  outsiders Marc
                          J.  Shapiro,  Linda Johnson Rice and Pastora San
                          Juan  Cafferty  for  failure  to  implement  the
                          proposal  to submit  the  company's  shareholder
                          rights  plan  to a  shareholder  vote.  We  also
                          recommend that shareholders  WITHHOLD votes from
                          Claudio  X.  Gonzalez  for  sitting on more than
                          six boards  and for  failure  to  implement  the
                          proposal  to submit  the  company's  shareholder
                          rights plan to a shareholder vote.
                 1.2   Elect Director Claudio X. Gonzalez
                       --- Withhold
                 1.3   Elect Director Linda Johnson Rice
                       --- Withhold
                 1.4   Elect Director Marc J. Shapiro ---
                       Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    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  this  case,  the
                          company's   rights  plan  was  not  approved  by
                          shareholders   nor  does  it  embody  the  above
                          features that we recommend.  We therefore  agree
                          with the  proponent  that the  current  pill and
                          any new pill be put to a shareholder vote.


04/27/04 - A     Kraft Foods Inc *KFT*            50075N104                          03/03/04             8,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Louis C. Camilleri
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insiders  Louis  C.   Camilleri,
                          Dinyar S.  Devitre,  Charles R.  Wall,  Betsy D.
                          Holden and Roger K. Deromedi.  We recommend that
                          shareholders   WITHHOLD   votes  from  Louis  C.
                          Camilleri,  Dinyar S. Devitre,  Charles R. Wall,
                          Betsy  D.  Holden  and  Roger  K.  Deromedi  for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Roger K. Deromedi
                       --- Withhold
                 1.3   Elect Director Dinyar S. Devitre
                       --- Withhold
                 1.4   Elect Director W. James Farrell ---
                       For
                 1.5   Elect Director Betsy D. Holden ---
                       Withhold
                 1.6   Elect Director John C. Pope --- For
                 1.7   Elect Director Mary L. Schapiro ---
                       For
                 1.8   Elect Director Charles R. Wall ---
                       Withhold
                 1.9   Elect Director Deborah C. Wright
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/02/04 - A     Lehman Brothers Holdings Inc.    524908100                          02/13/04             3,500
                 *LEH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/09/04 - A     Liberty Media Corp. *L*          530718105                          04/21/04            27,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert R. Bennett
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of insiders  John C. Malone and Robert
                          R.  Bennett.   We  recommend  that  shareholders
                          WITHHOLD  votes  from John C.  Malone and Robert
                          R.  Bennett for failure to  establish a majority
                          independent board.
                 1.2   Elect Director Paul A. Gould --- For
                 1.3   Elect Director John C. Malone ---
                       Withhold
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Lockheed Martin Corp. *LMT*      539830109                          03/01/04             4,100
                 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
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                 5     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                 6     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts


05/28/04 - A     Lowe *LOW*                       548661107                          04/01/04             3,390
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Leonard L. Berry ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Dawn E. Hudson.  We recommend  that
                          shareholders  WITHHOLD votes from Dawn E. Hudson
                          for poor attendance.
                 1.2   Elect Director Paul Fulton --- For
                 1.3   Elect Director Dawn E. Hudson ---
                       Withhold
                 1.4   Elect Director Marshall O. Larsen
                       --- For
                 1.5   Elect Director Robert A. Niblock
                       --- For
                 1.6   Elect Director Stephen F. Page ---
                       For
                 1.7   Elect Director O. Temple Sloan, Jr.
                       --- For
                 1.8   Elect Director Robert L. Tillman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Masco Corp. *MAS*                574599106                          03/15/04             9,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     MBNA Corp. *KRB*                 55262L100                          02/13/04             8,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James H. Berick ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insider  Bruce L.  Hammonds  and
                          affiliated   outsiders   Benjamin  R.  Civiletti
                          ,James H.  Berick and  Randolph  D.  Lerner.  We
                          recommend that shareholders  WITHHOLD votes from
                          Benjamin  R.  Civiletti  and James H. Berick for
                          standing as  affiliated  outsiders on the Audit,
                          Compensation  and Governance  committees and for
                          failure  to  establish  a  majority  independent
                          board. We recommend that  shareholders  WITHHOLD
                          votes  from  Randolph  D.  Lerner  and  Bruce L.
                          Hammonds  for  failure to  establish  a majority
                          independent board.
                 1.2   Elect Director Benjamin R.
                       Civiletti --- Withhold
                 1.3   Elect Director Bruce L. Hammonds
                       --- Withhold
                 1.4   Elect Director William L. Jews ---
                       For
                 1.5   Elect Director Randolph D. Lerner
                       --- Withhold
                 1.6   Elect Director Stuart L. Markowitz
                       --- For
                 1.7   Elect Director William B. Milstead
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          In the wake of financial  reporting problems and
                          excessive  executive  compensation  at companies
                          like  Enron  Corp.,   Worldcom  Inc.,  and  Tyco
                          International  Ltd.,  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.  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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          We  believe  that  MBNA is  moving  in the right
                          direction as evidenced by the recent  changes in
                          the   company   such   as   reducing   executive
                          compensation  and  changing the  composition  of
                          the board.  However,  we believe  that the board
                          of  directors  should  be  an  independent  body
                          capable  of  providing  objective  oversight  of
                          management and the company's overall  direction.
                          This goal can best be  achieved  when  directors
                          are  independent of the CEO and have no personal
                          interest in the company  arising from salary,  a
                          consulting  agreement,  or any other significant
                          business arrangement.


05/20/04 - A     McDonald's Corp. *MCD*           580135101                          03/22/04            16,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve/Amend Executive Incentive     For        For                    Mgmt
                       Bonus Plan


04/21/04 - A     MEDCO Health Solutions Inc       58405U102                          03/10/04               666
                 *MHS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Merck & Co., Inc. *MRK*          589331107                          02/24/04             5,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 5     Develop Ethical Criteria for Patent   Against    Against                ShrHoldr
                       Extension
                 6     Link Executive Compensation to        Against    Abstain                ShrHoldr
                       Social Issues
                 7     Report on Political Contributions     Against    Against                ShrHoldr
                 8     Report on Operational Impact of       Against    Abstain                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/23/04 - A     Merrill Lynch & Co., Inc.        590188108                          02/24/04             7,300
                 *MER*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/27/04 - A     Metlife, Inc *MET*               59156R108                          03/01/04            13,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Curtis H. Barnette
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Harry  P.
                          Kamen and John C.  Danforth.  We recommend  that
                          shareholders  WITHHOLD votes from Harry P. Kamen
                          and John C.  Danforth for standing as affiliated
                          outsiders on the Nominating Committee.
                 1.2   Elect Director John C. Danforth ---
                       Withhold
                 1.3   Elect Director Burton A. Dole, Jr.
                       --- For
                 1.4   Elect Director Harry P. Kamen ---
                       Withhold
                 1.5   Elect Director Charles M. Leighton
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Limit Executive Compensation          Against    Against                ShrHoldr


04/20/04 - A     Morgan Stanley *MWD*             617446448                          02/20/04             6,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/03/04 - A     Motorola, Inc. *MOT*             620076109                          03/05/04            15,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward Zander --- For
                 1.2   Elect Director H. Laurence Fuller
                       --- For
                 1.3   Elect Director Judy Lewent --- For
                 1.4   Elect Director Walter Massey --- For
                 1.5   Elect Director Nicholas Negroponte
                       --- For
                 1.6   Elect Director Indra Nooyi --- For
                 1.7   Elect Director John Pepper, Jr. ---
                       For
                 1.8   Elect Director Samuel Scott III ---
                       For
                 1.9   Elect Director Douglas Warner III
                       --- For
                 1.10  Elect Director John White --- For
                 1.11  Elect Director Mike Zafirovski ---
                       For
                 2     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  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.
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options  would   effectively   limit  the
                          company's   ability   to  retain   and   attract
                          qualified  management.   This  proposal  is  too
                          restrictive,  and does not  warrant  shareholder
                          approval.


04/27/04 - A     National City Corp. *NCC*        635405103                          03/05/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Nextel Communications, Inc.      65332V103                          04/02/04               100
                 *NXTL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/18/04 - A     Northrop Grumman Corp. *NOC*     666807102                          03/22/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr


05/05/04 - A     PepsiCo, Inc. *PEP*              713448108                          03/12/04             2,400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John F. Akers --- For
                 1.2   Elect Director Robert E. Allen ---
                       For
                 1.3   Elect Director Ray L. Hunt --- For
                 1.4   Elect Director Arthur C. Martinez
                       --- For
                 1.5   Elect Director Indra K. Nooyi ---
                       For
                 1.6   Elect Director Franklin D. Raines
                       --- For
                 1.7   Elect Director Steven S. Reinemund
                       --- For
                 1.8   Elect Director Sharon Percy
                       Rockefeller --- For
                 1.9   Elect Director James J. Schiro ---
                       For
                 1.10  Elect Director Franklin A. Thomas
                       --- For
                 1.11  Elect Director Cynthia M. Trudell
                       --- For
                 1.12  Elect Director Solomon D. Trujillo
                       --- For
                 1.13  Elect Director Daniel Vasella ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given the  seriousness of the issue and the fact
                          that the  company's  disclosure  lags behind its
                          peers,  we  recommend  a vote in  favor  of this
                          request.


04/22/04 - A     Pfizer Inc. *PFE*                717081103                          02/27/04            16,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Report on Operational Impact of       Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                 5     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Establish Term Limits for Directors   Against    Against                ShrHoldr
                 8     Report on Drug Pricing                Against    Against                ShrHoldr
                 9     Limit Awards to Executives            Against    Against                ShrHoldr
                 10    Amend Animal Testing Policy           Against    Against                ShrHoldr


05/10/04 - A     Pitney Bowes Inc. *PBI*          724479100                          03/12/04             6,040
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


04/27/04 - A     Praxair, Inc. *PX*               74005P104                          03/01/04             6,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Approve Stockholder Protection        For        For                    Mgmt
                       Rights Agreement


06/08/04 - A     Prudential Financial Inc *PRU*   744320102                          04/12/04             6,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Cease Charitable Contributions        Against    Against                ShrHoldr
                          We    generally    believe    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    Against                ShrHoldr


05/05/04 - A     Raytheon Co. *RTN*               755111507                          03/08/04             3,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John M. Deutch ---
                       For
                 1.2   Elect Director Michael C. Ruettgers
                       --- For
                 1.3   Elect Director William R. Spivey
                       --- For
                 1.4   Elect Director William H. Swanson
                       --- For
                 1.5   Elect Director Linda G. Stuntz ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts
                 4     Submit Shareholder Rights Plan        Against    For                    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.  The  board has
                          taken  an  important  first  step in  addressing
                          shareholder  concerns by  redeeming  an existing
                          pill. However,  the board has not fully complied
                          with  the   previously   supported   shareholder
                          proposals  regarding  poison pills.  We consider
                          withholding   votes  for  directors  who  ignore
                          shareholder  proposals that have been passed two
                          years  in a row by a  majority  of  votes  cast.
                          Further,  we apply a one  year  test  where  the
                          proposal  was  approved  with a majority  of the
                          shares  outstanding,  as was the  case in  2003.
                          With   respect  to  the   shareholder   proposal
                          regarding  poison pills,  we do not consider the
                          shareholder   approval  clocks  as  having  been
                          reset   because  of  the   company's   half-step
                          towards  implementing  the will of shareholders.
                          We will closely  monitor  management's  response
                          to this  year's  vote on this  proposal  and, if
                          necessary,  will  recommend the  withholding  of
                          votes for  nominated  directors  at next  year's
                          meeting.
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Implement MacBride Principles         Against    Against                ShrHoldr
                 7     Expense Stock Options                 Against    For                    ShrHoldr
                          By  not   subtracting   the  cost  of   options,
                          companies can report  artificially high earnings
                          that  distort  true  operating  performance  and
                          lead  to  abuses  of  executive  pay.  Expensing
                          would  discipline   compensation  practices  and
                          level  the   accounting   playing   field  among
                          different  forms of pay,  including  other types
                          of equity-based  awards, such as indexed options
                          and restricted  stock,  which  currently must be
                          charged to earnings.  More important,  expensing
                          would  provide  earnings  clarity,  which  would
                          help restore investor confidence.
                 8     Submit Executive Pension Benefit to   Against    For                    ShrHoldr
                       Vote
                          We believe  that  shareholders  should  have the
                          opportunity  to  vote on  extraordinary  pension
                          benefits     beyond    those    offered    under
                          employee-wide  plans,  such as credit  for years
                          of service  not  actually  worked,  preferential
                          benefit  formulas,  and  accelerated  vesting of
                          pension  benefits.  Because the  company's  SERP
                          appears  to confer  extraordinary  benefits  not
                          included  in  employee-wide  plans,  we  believe
                          that  the  SERP  proposal  warrants  shareholder
                          support.
                 9     Limit Executive Compensation          Against    Against                ShrHoldr
                          Although   each  element  of  the  proposal  has
                          aspects  that  cause  us  to  vote  against  the
                          proposal,  it is important to re-emphasize  that
                          had we been in favor of any of the elements,  we
                          would  nevertheless  had  to  vote  against  the
                          whole  proposal.  Therefore,  it is important to
                          ensure that proposals are  sufficiently  focused
                          - as far as possible,  proposals should focus on
                          a specific  element rather than attempt to cover
                          a general list of points.


05/11/04 - A     Republic Services, Inc. *RSG*    760759100                          03/18/04             9,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James E. O'Connor
                       --- For
                 1.2   Elect Director Harris W. Hudson ---
                       For
                 1.3   Elect Director John W. Croghan ---
                       For
                 1.4   Elect Director W. Lee Nutter --- For
                 1.5   Elect Director Ramon A. Rodriguez
                       --- For
                 1.6   Elect Director Allan C. Sorensen
                       --- For
                 2     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.


04/30/04 - A     SBC Communications Inc. *SBC*    78387G103                          03/02/04            12,940
                 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        Against                Mgmt
                          This proposal would declassify the board.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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.


05/13/04 - A     Sears, Roebuck & Co. *S*         812387108                          03/15/04             3,400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William L. Bax ---
                       For
                 1.2   Elect Director Donald J. Carty ---
                       For
                 1.3   Elect Director Alan J. Lacy --- For
                 1.4   Elect Director Hugh B. Price --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because  the  company  refuses to put any future
                          pill to a  shareholder  vote,  and  because  the
                          pill proposal has received  shareholder  support
                          in each of the  past  two  years,  we  recommend
                          that shareholders support this proposal.
                 5     Establish Other Board Committee       Against    For                    ShrHoldr
                          Since the  underlying  purpose of this  proposal
                          is  to   provide  an   effective   communication
                          mechanism  between  the  company's  shareholders
                          and its  board,  we believe it to be in the best
                          interest  of the  shareholders.  As  such,  this
                          proposal warrants a shareholder approval.


05/05/04 - A     Simon Property Group, Inc.       828806109                          03/08/04             3,000
                 *SPG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/21/04 - A     SouthTrust Corp. *SOTR*          844730101                          02/20/04             3,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt


06/17/04 - A     Staples, Inc. *SPLS*             855030102                          04/19/04             8,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Given  that the plan has  already  expired,  and
                          that the board has  determined  not to renew the
                          plan, this proposal has become moot.  Therefore,
                          we  recommend  that  shareholders  vote  against
                          this item.
                 7     Submit Shareholder Rights Plan        Against    For                    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.
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          Our  policy  is  to  recommend   voting  against
                          proposals  that seek to set  absolute  levels on
                          compensation or otherwise  dictate the amount or
                          form of compensation.
                 9     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                          In this case,  the company states that the Audit
                          Committee  pre-approves  all services by Ernst &
                          young LLP, the  company's  independent  auditors
                          in compliance  with the rules of  Sarbanes-Oxley
                          Act.  Also,  the  aggregate  fees  paid for 'tax
                          services'  and  'other  services'  are less than
                          the  aggregate  fees paid for  'audit  services'
                          and  'audit-related  services'.   Therefore,  we
                          believe   this   proposal   does   not   warrant
                          shareholder support.


05/20/04 - A     Storage Technology Corp. *STK*   862111200                          04/02/04             4,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/26/04 - A     SUPERVALU Inc. *SVU*             868536103                          04/01/04             8,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Charles M. Lillis
                       --- For
                 1.2   Elect Director Jeffrey Noodle ---
                       For
                 1.3   Elect Director Steven S. Rogers ---
                       For
                 1.4   Elect Director Ronald E. Daly ---
                       For
                 1.5   Elect Director Marissa Peterson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Therefore,  given that: (i) the plurality voting
                          threshold  is the  currently  accepted  standard
                          for  the   election  of  directors  of  publicly
                          traded  companies,  (ii)  approval  of this item
                          could   disrupt   board   operations   and   the
                          company's  financial  performance  in the  event
                          some  or  all of the  director  nominees  do not
                          receive   majority   support   and  do  not  get
                          elected,  (iii) requiring a majority vote of the
                          outstanding  shares could in effect  provide for
                          a  supermajority  of  votes  cast,  which  would
                          adversely affect shareholders'  ability to elect
                          directors in a contested election,  and (iv) 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 at this
                          point in time  believe  the  proposed  amendment
                          warrants shareholder support.


05/19/04 - A     Target Corporation *TGT*         87612E106                          03/22/04            11,820
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


04/15/04 - A     Texas Instruments Inc. *TXN*     882508104                          02/17/04            12,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James R. Adams ---
                       For
                 1.2   Elect Director David L. Boren ---
                       For
                 1.3   Elect Director Daniel A. Carp ---
                       For
                 1.4   Elect Director Thomas J. Engibous
                       --- For
                 1.5   Elect Director Gerald W.
                       Fronterhouse --- For
                 1.6   Elect Director David R. Goode ---
                       For
                 1.7   Elect Director Wayne R. Sanders ---
                       For
                 1.8   Elect Director Ruth J. Simmons ---
                       For
                 1.9   Elect Director Richard K. Templeton
                       --- For
                 1.10  Elect Director Christine Todd
                       Whitman --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/18/04 - A     The Allstate Corp. *ALL*         020002101                          03/19/04            10,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/03/04 - A     The Boeing Co. *BA*              097023105                          03/05/04             3,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John H. Biggs ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  Rozanne  L.  Ridgway,   John  E.
                          Bryson,  and John H. Biggs.  We  recommend  that
                          shareholders  WITHHOLD  votes  from  Rozanne  L.
                          Ridgway,  John E. Bryson,  and John H. Biggs for
                          failure to implement the board  declassification
                          and removal of the supermajority  vote provision
                          proposals.
                 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    Abstain                ShrHoldr
                       Conduct
                 6     Declassify the Board of Directors     Against    Against                ShrHoldr
                 7     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          As  a  matter  of  policy,   we  recommend  that
                          shareholders   vote  for  all   proposals   that
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders' best interest.
                 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
                          In this case,  although  the  company  has stock
                          ownership  guidelines that range from one to six
                          times  base  salary  (four  to  six  times  base
                          salary  for named  executive  officers),  in the
                          absence of any long-term  ownership  requirement
                          or  meaningful   retention   ratio  policy,   we
                          recommend a vote FOR this proposal.
                 10    Provide Employees Choice of Pension   Against    Against                ShrHoldr
                       Plans at Retirement or Termination


05/20/04 - A     The Hartford Financial           416515104                          03/22/04             7,180
                 Services Group, Inc. *HIG*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Ramani Ayer --- For
                 1.2   Elect Director Ronald E. Ferguson
                       --- For
                 1.3   Elect Director Edward J. Kelly, III
                       --- For
                 1.4   Elect Director Paul G. Kirk, Jr.
                       --- For
                 1.5   Elect Director Thomas M. Marra ---
                       For
                 1.6   Elect Director Gail J. McGovern ---
                       For
                 1.7   Elect Director Robert W. Selander
                       --- For
                 1.8   Elect Director Charles B. Strauss
                       --- For
                 1.9   Elect Director H. Patrick Swygert
                       --- For
                 1.10  Elect Director Gordon I. Ulmer ---
                       For
                 1.11  Elect Director David K. Zwiener ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  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.


06/24/04 - A     The Kroger Co. *KR*              501044101                          04/26/04             9,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John L. Clendenin
                       --- For
                 1.2   Elect Director David B. Dillon ---
                       For
                 1.3   Elect Director David B. Lewis ---
                       For
                 1.4   Elect Director Don W. McGeorge ---
                       For
                 1.5   Elect Director W. Rodney McMullen
                       --- For
                 1.6   Elect Director Susan M. Phillips
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 5     Submit Severance Agreement            Against    Against                ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.
                          Furthermore,   we  believe   that  a   company's
                          severance  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.  However,  in this
                          case,  the proposal does not call for the option
                          of seeking  approval after the material terms of
                          the  agreement  are agreed  upon.  Because it is
                          not   practical  to  obtain  prior   shareholder
                          approval for these  agreements,  we believe that
                          the  proposal as mandated  by the  proponent  is
                          too  restrictive.  As  such,  we do not  believe
                          this proposal  warrants  shareholder  support at
                          this time.


05/21/04 - A     Time Warner Inc *TWX*            887317105                          03/23/04             7,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James L. Barksdale
                       --- For
                 1.2   Elect Director Stephen F.
                       Bollenbach --- For
                 1.3   Elect Director Stephen M. Case ---
                       For
                 1.4   Elect Director Frank J. Caufield
                       --- For
                 1.5   Elect Director Robert C. Clark ---
                       For
                 1.6   Elect Director Miles R. Gilburne
                       --- For
                 1.7   Elect Director Carla A. Hills ---
                       For
                 1.8   Elect Director Reuben Mark --- For
                 1.9   Elect Director Michael A. Miles ---
                       For
                 1.10  Elect Director Kenneth J. Novack
                       --- For
                 1.11  Elect Director Richard D. Parsons
                       --- For
                 1.12  Elect Director R. E. Turner --- For
                 1.13  Elect Director Francis T. Vincent,
                       Jr. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt China Principles                Against    Against                ShrHoldr
                 4     Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Due to  escalating  executive  pay and the  fact
                          that the report  requested  will shed some light
                          on company's  pay  practices  and  policies,  we
                          believe that this proposal warrants  shareholder
                          approval.


05/12/04 - A     Tribune Co. *TRB*                896047107                          03/17/04             4,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeffrey Chandler ---
                       For
                 1.2   Elect Director William A. Osborn
                       --- For
                 1.3   Elect Director Kathryn C. Turner
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 12.74  percent is above the allowable cap for
                          this company of 6.63 percent.


04/20/04 - A     U.S. Bancorp *USB*               902973304                          02/26/04            12,800
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Victoria Buyniski
                       Gluckman --- Withhold
                          We   recommend   withholding   votes   from  all
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes   from   independent   outsider
                          Richard G.  Reiten for poor  attendance  and for
                          failure to implement  the  "declassification  of
                          the  board"   shareholder   proposal.   We  also
                          recommend that shareholders  WITHHOLD votes from
                          independent  outsiders Thomas E. Petry, Jerry W.
                          Levin,  Arthur D.  Collins,  Jr.,  and  Victoria
                          Buyniski  Gluckman for failure to implement  the
                          "declassification   of  the  board"  shareholder
                          proposal.
                 1.2   Elect Director Arthur D. Collins,
                       Jr. --- Withhold
                 1.3   Elect Director Jerry W. Levin ---
                       Withhold
                 1.4   Elect Director Thomas E. Petry ---
                       Withhold
                 1.5   Elect Director Richard G. Reiten
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  do  like  some  of  the   elements   of  the
                          proposal,  such  as  granting  restricted  stock
                          based on  achievement  of  performance  criteria
                          and  vesting   requirement  of  at  least  three
                          years.   By    establishing    minimum   vesting
                          provisions,   shareholders   are  assured   that
                          executives   who   received   stock  grants  are
                          retained  in the company  and are  committed  to
                          maximize   stock  returns  over  the  long-term.
                          However,  due to the  fact  that  the  proponent
                          asks  for a  complete  substitution  of  options
                          with restricted  stock, we believe this proposal
                          is  unduly   restrictive.           Furthermore,
                          setting  maximum  severance  payment  for senior
                          executives  to one year's  salary and bonus,  is
                          lower than the generally accepted standards.  We
                          believe  that  a  reasonable  maximum  severance
                          payment  to a senior  executive  is three  times
                          the annual  salary and bonus.          While  we
                          do like the  proposals  pertaining to restricted
                          stock and enhanced disclosure,  the structure of
                          the executive compensation,  as evidenced by the
                          reasonable CEO pay,  performance-based  bonuses,
                          and  reasonable  severance  multiples,  does not
                          warrant  the   proposed   changes  in  executive
                          compensation.
                 4     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          Due  to  poor  disclosure,  it is  difficult  to
                          assess other  post-employment  benefits provided
                          for  the  company's  executives  and  comparable
                          SERP packages at peer  companies.  Although most
                          terms of the SERP seem reasonable,  we found the
                          CEO's  preferential final average salary formula
                          to  alter  the  size  of  the  CEO's  retirement
                          package.Tthe  potential  increase  in  the  SERP
                          payout due to  existing  and  future  restricted
                          stock grants  raises a  questionable  incentive.
                          Given  the  potential  size of the  benefits  in
                          question,  we think that a  shareholder  vote on
                          the  SERP is  warranted  as a part of a  "checks
                          and balances"  system to ensure  reasonable SERP
                          terms for future agreements.
                 5     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          Supermajority vote requirements  generally serve
                          to  lock  in  provisions  that  are  harmful  to
                          shareholders.  Requiring approval of more than a
                          simple   majority  of  the  voting   shares  may
                          entrench  management by preventing  actions that
                          may  benefit   shareholders,such  as  precluding
                          proxy  contests and potential  takeover bids. As
                          a  result,   we  believe   that  this   proposal
                          warrants shareholder support.


04/16/04 - A     Union Pacific Corp. *UNP*        907818108                          02/06/04             4,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


04/27/04 - A     United States Steel Corp. *X*    912909108                          02/27/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/14/04 - A     United Technologies Corp.        913017109                          02/17/04             6,100
                 *UTX*
                 1     Elect Directors                       For        For                    Mgmt
                 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    Against                ShrHoldr


04/29/04 - A     Valero Energy Corp. *VLO*        91913Y100                          03/01/04             4,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


04/28/04 - A     Verizon Communications *VZ*      92343V104                          03/01/04            16,364
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Require Majority of Independent       Against    Against                ShrHoldr
                       Directors on Board
                          Because  the  company   already   satisfies  our
                          guidelines  on  independence   and  has  already
                          established  a formal  independence  policy that
                          goes  above  and  beyond  our  requirements,  we
                          believe  that  this  proposal  does not  warrant
                          shareholder support.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    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.
                 7     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          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
                          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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          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
                          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.


05/19/04 - A     Viacom Inc. *VIA*                925524308                          03/22/04             8,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director George S. Abrams ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of insiders Mel  Karmazin,  Sumner M.
                          Redstone  and  Shari  Redstone,  and  affiliated
                          outsiders   William   Schwartz,    Frederic   V.
                          Salerno,  George S. Abrams,  Alan C.  Greenberg,
                          Philippe  P.  Dauman and David R.  Andelman.  We
                          recommend that shareholders  WITHHOLD votes from
                          Mel   Karmazin   for  failure  to   establish  a
                          majority  independent  board, and from Sumner M.
                          Redstone  and Shari  Redstone  for  standing  as
                          insiders  on the  Nominating  Committee  and for
                          failure  to  establish  a  majority  independent
                          board.  We  also  recommend  that   shareholders
                          WITHHOLD  votes from  Frederic  V.  Salerno  for
                          standing as an affiliated  outsider on the Audit
                          and Compensation committees,  and for failure to
                          establish a majority  independent board. We also
                          recommend   WITHHOLDING   votes   from   William
                          Schwartz for standing as an affiliated  outsider
                          on the Compensation  and Nominating  committees,
                          and  for   failure  to   establish   a  majority
                          independent   board.    Lastly,   we   recommend
                          WITHHOLDING  votes  from  George S.  Abrams  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating   Committee   and  for   failure   to
                          establish a majority independent board.
                 1.2   Elect Director David R. Andelman
                       --- Withhold
                 1.3   Elect Director Joseph A. Califano,
                       Jr. --- For
                 1.4   Elect Director William S. Cohen ---
                       For
                 1.5   Elect Director Philippe P. Dauman
                       --- Withhold
                 1.6   Elect Director Alan C. Greenberg
                       --- Withhold
                 1.7   Elect Director Mel Karmazin ---
                       Withhold
                 1.8   Elect Director Jan Leschly --- For
                 1.9   Elect Director David T. McLaughlin
                       --- For
                 1.10  Elect Director Shari Redstone ---
                       Withhold
                 1.11  Elect Director Sumner M. Redstone
                       --- Withhold
                 1.12  Elect Director Frederic V. Salerno
                       --- Withhold
                 1.13  Elect Director William Schwartz ---
                       Withhold
                 1.14  Elect Director Patty Stonesifer ---
                       For
                 1.15  Elect Director Robert D. Walter ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


04/20/04 - A     Wachovia Corp. *WB*              929903102                          02/18/04            11,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Require Two Candidates for Each       Against    Against                ShrHoldr
                       Board Seat
                          The  process  of  finding  qualified   available
                          candidates is difficult  and costly.  Under this
                          proposal,   the  board   would  be  required  to
                          identify   twice  as  many   candidates   as  is
                          currently  necessary.   Those  candidates  would
                          then be asked to  compete  for the  position  on
                          the  basis of the  statements  they  submit  for
                          publication   in  the  proxy   materials.   Many
                          well-qualified  candidates  may refuse to submit
                          to such a  process.  This  proposal  could  also
                          lead to a high  rate  of  turnover  among  board
                          members,   denying  the  company  continuity  of
                          strategic management.  The nominating body could
                          well have  considerable  difficulty  devising  a
                          slate of candidates  that would ensure a balance
                          of  skills   and   experience   on  the   board.
                          Directors  are  fiduciaries  who must act in the
                          best   interest   of   all   shareholders.   The
                          politicization  of the  board  election  process
                          does not assure more responsible  representation
                          of  shareholder  interests,  and it may  lead to
                          unwarranted   cost  and   influence  of  special
                          interests.  As such, we do not believe that this
                          proposal merits shareholder approval.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/20/04 - A     Washington Mutual, Inc *WM*      939322103                          02/27/04             5,730
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr


04/27/04 - A     Wells Fargo & Company *WFC*      949746101                          03/09/04            15,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J.A. Blanchard III
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of affiliated  outsiders  Michael W.
                          Wright,  Judith M. Runstad,  and Donald B. Rice.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Judith  M.  Runstad  for  standing  as  an
                          affiliated  outsider  on  the  Audit  Committee,
                          Michael  W.   Wright  and  Donald  B.  Rice  for
                          standing as  affiliated  outsiders  on the Human
                          Resources    and    Governance    &   Nominating
                          committees.
                 1.2   Elect Director Susan E. Engel ---
                       For
                 1.3   Elect Director Enrique Hernandez,
                       Jr. --- For
                 1.4   Elect Director Robert L. Joss ---
                       For
                 1.5   Elect Director Reatha Clark King
                       --- For
                 1.6   Elect Director Richard M.
                       Kovacevich --- For
                 1.7   Elect Director Richard D. McCormick
                       --- For
                 1.8   Elect Director Cynthia H. Milligan
                       --- For
                 1.9   Elect Director Philip J. Quigley
                       --- For
                 1.10  Elect Director Donald B. Rice ---
                       Withhold
                 1.11  Elect Director Judith M. Runstad
                       --- Withhold
                 1.12  Elect Director Stephen W. Sanger
                       --- For
                 1.13  Elect Director Susan G. Swenson ---
                       For
                 1.14  Elect Director Michael W. Wright
                       --- Withhold
                 2     Approve Retirement Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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  other
                          forms of  compensation  to  better  reflect  the
                          company's  true earnings and provide  additional
                          discipline  against  overuse.   Moreover,   this
                          proposal   received  majority  support  at  last
                          year's meeting.
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Link Executive Compensation to        Against    Against                ShrHoldr
                       Social Issues
                 7     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


04/13/04 - A     Weyerhaeuser Co. *WY*            962166104                          02/20/04             7,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                 5     Implement Restricted Share            Against    For                    ShrHoldr
                       Executive Compensation Plan
                 6     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr
                 7     Develop Policy Regarding Old Growth   Against    Against                ShrHoldr
                       Forests
                 8     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Wyeth *WYE*                      983024100                          03/12/04             7,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Drug Pricing                Against    Against                ShrHoldr
                 4     Amend Animal Testing Policy           Against    Against                ShrHoldr




                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT LARGE CAP STOCK FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT LARGE CAP STOCK FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT LARGE CAP STOCK FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/05/04 - A     AmerisourceBergen Corp *ABC*      03073E105                         01/12/04           478,400
                 1      Elect Directors                       For        For


03/24/04 - A     Applied Materials, Inc. *AMAT*    038222105                         01/30/04           527,900
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For


03/17/04 - S     Bank of America Corp. *BAC*       060505104                         01/26/04           624,900
                 1      Approve Merger Agreement              For        For
                 2      Amend Omnibus Stock Plan              For        For
                 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.




                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT LARGE CAP STOCK FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

05/11/04 - A     3M CO *MMM*                      88579Y101                          03/12/04           212,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward A. Brennan
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of insider W.  James  McNerney,  Jr.
                          and  independent  outsiders  Kevin W. Sharer and
                          Edward   A.   Brennan.    We   recommend    that
                          shareholders   WITHHOLD   votes  from  W.  James
                          McNerney,  Jr.,  Kevin W. Sharer,  and Edward A.
                          Brennan for failure to  implement  the  proposal
                          to  submit  the  company's   poison  pill  to  a
                          shareholder vote.
                 1.2   Elect Director Michael L. Eskew ---
                       For
                 1.3   Elect Director W. James McNerney,
                       Jr. --- Withhold
                 1.4   Elect Director Kevin W. Sharer ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/23/04 - A     Abbott Laboratories *ABT*        002824100                          02/25/04           275,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Drug Pricing                          Against    Against                ShrHoldr
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


05/03/04 - A     AFLAC Incorporated *AFL*         001055102                          02/25/04           781,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Daniel P. Amos ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Michael H.  Armacost.  We recommend
                          that  shareholders  WITHHOLD  votes from Michael
                          H. Armacost for poor attendance.
                 1.2   Elect Director John Shelby Amos II
                       --- For
                 1.3   Elect Director Michael H. Armacost
                       --- Withhold
                 1.4   Elect Director Kriss Cloninger III
                       --- For
                 1.5   Elect Director Joe Frank Harris ---
                       For
                 1.6   Elect Director Elizabeth J. Hudson
                       --- For
                 1.7   Elect Director Kenneth S. Janke,
                       Sr. --- For
                 1.8   Elect Director Douglas W. Johnson
                       --- For
                 1.9   Elect Director Robert B. Johnson
                       --- For
                 1.10  Elect Director Charles B. Knapp ---
                       For
                 1.11  Elect Director Hidefumi Matsui ---
                       For
                 1.12  Elect Director Nobuhiro Mori --- For
                 1.13  Elect Director E. Stephen Purdom,
                       M.D. --- For
                 1.14  Elect Director Barbara K. Rimer,
                       Ph.D. --- For
                 1.15  Elect Director Marvin R. Schuster
                       --- For
                 1.16  Elect Director Glenn Vaughn, Jr.
                       --- For
                 1.17  Elect Director Robert L. Wright ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Altria Group, Inc. *MO*          02209S103                          03/08/04         1,716,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Product Warnings for        Against    Against                ShrHoldr
                       Pregnant Women
                 4     Report on Health Risks Associated     Against    Against                ShrHoldr
                       with Cigarette Filters
                 5     Political Contributions/Activities    Against    Against                ShrHoldr
                 6     Cease Use of Light and Ultra Light    Against    Against                ShrHoldr
                       in Cigarette Marketing
                 7     Place Canadian Style Warnings on      Against    Against                ShrHoldr
                       Cigarette Packaging
                 8     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/04/04 - A     Ambac Financial Group, Inc.      023139108                          03/09/04           199,600
                 *ABK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     American Express Co. *AXP*       025816109                          02/27/04         1,240,200
                 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,  we take 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 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.


05/19/04 - A     American International Group,    026874107                          03/26/04         1,429,552
                 Inc. *AIG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Divest from Tobacco Equities          Against    Against                ShrHoldr
                 7     Link Executive Compensation to        Against    Against                ShrHoldr
                       Predatory Lending


06/10/04 - A     American Power Conversion        029066107                          04/14/04           575,150
                 Corp. *APCC*
                 1     Fix Number of Directors               For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Rodger B. Dowdell,
                       Jr. --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Rodger B. Dowdell,  Jr.,
                          Emanuel E.  Landsman and Neil E.  Rasmussen  and
                          affiliated  outsider Ervin F. Lyon. We recommend
                          that shareholders  WITHHOLD votes from Rodger B.
                          Dowdell,  Jr.,  Emanuel E.  Landsman and Neil E.
                          Rasmussen  for  failure to  establish a majority
                          independent   board.   We  also  recommend  that
                          shareholders  WITHHOLD  votes from Ervin F. Lyon
                          for  standing as an  affiliated  outsider on the
                          Audit,  Compensation  and Nominating  committees
                          and  for   failure  to   establish   a  majority
                          independent board.
                 2.2   Elect Director Emanuel E. Landsman
                       --- Withhold
                 2.3   Elect Director Neil E. Rasmussen
                       --- Withhold
                 2.4   Elect Director Ervin F. Lyon ---
                       Withhold
                 2.5   Elect Director James D. Gerson ---
                       For
                 2.6   Elect Director John G. Kassakian
                       --- For
                 2.7   Elect Director John F. Keane, Sr.
                       --- For
                 2.8   Elect Director Ellen B. Richstone
                       --- For
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Amgen, Inc. *AMGN*               031162100                          03/19/04           417,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank J. Biondi, Jr.
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Jerry  D.
                          Choate. We recommend that shareholders  WITHHOLD
                          votes from Jerry D.  Choate for  standing  as an
                          affiliated    outsider    on   the   Audit   and
                          Compensation committees.
                 1.2   Elect Director Jerry D. Choate ---
                       Withhold
                 1.3   Elect Director Frank C. Herringer
                       --- For
                 1.4   Elect Director Gilbert S. Omenn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Prepare Glass Ceiling Report          Against    Abstain                ShrHoldr
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/06/04 - A     Apache Corp. *APA*               037411105                          03/17/04           382,356
                 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    Against                ShrHoldr


05/27/04 - A     Arrow Electronics, Inc. *ARW*    042735100                          03/29/04           205,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     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     AT&T Wireless Services, Inc.     00209A106                          03/22/04           316,700
                 *AWE*
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Nobuharu Ono --- For
                 2.2   Elect Director Carolyn M. Ticknor
                       --- For
                 2.3   Elect Director John D. Zeglis ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   compensation   committee  is  composed  of
                          entirely of independent  directors and currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          compensation    committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent   that  the   company's   compensation
                          program should utilize  justifiable  performance
                          criteria,  the  proposed  caps and  restrictions
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.
                 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     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


04/28/04 - A     Baker Hughes Incorporated        057224107                          03/03/04           449,300
                 *BHI*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Edward P. Djerejian
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes  from   independent   outsiders
                          Charles  L.  Watson,  H. John  Riley,  Jr.,  and
                          Edward P.  Djerejian  for  failure to  implement
                          the board declassification proposal.
                 1.2   Elect Director H. John Riley, Jr.
                       --- Withhold
                 1.3   Elect Director Charles L. Watson
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Baker Hughes does not have a rights  plan.  Last
                          year the board  adopted a policy that any future
                          poison  pill must be  ratified  by  shareholders
                          either at the time of  adoption  or, if  advised
                          by a committee of independent directors,  within
                          a year of  adoption  or else the pill  will then
                          expire.  We believe  that such a policy  strikes
                          an  appropriate   balance  between  the  board's
                          exercise  of its  fiduciary  duty and the rights
                          of  shareholders to ensure that a future pill is
                          not used in an abusive fashion.


05/26/04 - A     Bank of America Corp. *BAC*      060505104                          04/07/04           624,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William Barnet, III
                       --- For
                 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 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
                 6     Establish Independent Committee to    Against    Against                ShrHoldr
                       Review Mutual Fund Policy
                          In  view  of  the  company's   efforts  and  the
                          disclosure  expected  with the final  settlement
                          agreement,  we do not support  this  proposal at
                          this time.
                 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           384,400
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Boston Scientific Corp. *BSX*    101137107                          03/19/04           476,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Bristol-Myers Squibb Co. *BMY*   110122108                          03/08/04           301,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Peter R. Dolan ---
                       For
                 1.2   Elect Director Louis V. Gerstner,
                       Jr. --- For
                 1.3   Elect Director Leif Johansson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 4     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       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.


04/21/04 - A     Burlington Resources Inc. *BR*   122014103                          02/23/04           166,900
                 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
                 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


04/14/04 - A     Caterpillar Inc. *CAT*           149123101                          02/17/04           195,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Although we commend  the  company for  approving
                          the  TIDE  provision  to  the  company's  rights
                          plan,  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.
                 5     Report on Equipment Sales to Israel   Against    Against                ShrHoldr
                          In  this  case,  we  agree  with  the  company's
                          statement on the issue.  While we recommend that
                          Caterpillar  continuously  review  the risks and
                          opportunities  associated  with each market that
                          the  company  operates  in,  it would be  overly
                          burdensome  and  potentially  costly to  monitor
                          and  respond  to issues  resulting  from the end
                          use of the company's products.  Further, we note
                          that Caterpillar  complies with current laws and
                          regulations regarding international  operations.
                          Additionally,    we   agree   that    government
                          officials and  organizations  can better address
                          the political aspects of this proposal,  and may
                          represent  a more  appropriate  forum  for these
                          concerns.   As   such,   we  do  not   recommend
                          shareholder  support  for this  proposal at this
                          time.
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


05/06/04 - A     CenturyTel, Inc. *CTL*           156700106                          03/08/04            41,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     ChevronTexaco Corp. *CVX*        166764100                          03/01/04            55,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Shareholder Rights Plan         For        For                    Mgmt
                       (Poison Pill) Policy
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          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
                 9     Report on Renewable Energy            Against    Against                ShrHoldr


04/20/04 - A     Citigroup Inc. *C*               172967101                          02/27/04         1,826,048
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We feel 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.  While
                          we are concerned  that certain  companies  award
                          compensation  packages without  consideration of
                          performance  hurdles,   being  unable  to  issue
                          stock   options   could  hinder  the   company's
                          ability   to  attract   and   retain   competent
                          executive   officers.   As  such,  we  recommend
                          shareholders oppose this request.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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


04/28/04 - A     Clear Channel Communications,    184502102                          03/08/04           272,700
                 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


04/20/04 - A     CNF Inc. *CNF*                   12612W104                          03/01/04            89,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     ConocoPhillips *COP*             20825C104                          03/10/04           144,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Report on Drilling in the Arctic      Against    Against                ShrHoldr
                       National Wildlife Refuge


05/19/04 - A     Corn Products International,     219023108                          03/22/04            45,950
                 Inc. *CPO*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/16/04 - A     Countrywide Financial Corp.      222372104                          04/19/04           104,199
                 *CFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/18/04 - A     Cox Communications, Inc. *COX*   224044107                          03/19/04         3,100,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director G. Dennis Berry ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsider  Andrew J.
                          Young, and insiders James O. Robbins,  Robert C.
                          O'Leary,  James C. Kennedy, and G. Dennis Berry.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Andrew J.  Young for poor  attendance.  We
                          also recommend that shareholders  WITHHOLD votes
                          from James O. Robbins,  Robert C. O'Leary, James
                          C.  Kennedy,  and G. Dennis Berry for failure to
                          establish an independent  nominating  committee,
                          and  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director Janet M. Clarke ---
                       For
                 1.3   Elect Director James C. Kennedy ---
                       Withhold
                 1.4   Elect Director Robert C. O'Leary
                       --- Withhold
                 1.5   Elect Director James O. Robbins ---
                       Withhold
                 1.6   Elect Director Rodney W. Schrock
                       --- For
                 1.7   Elect Director Andrew J. Young ---
                       Withhold
                 2     Approve Employee Stock Purchase Plan  For        For                    Mgmt


05/25/04 - A     Dollar General Corp. *DG*        256669102                          03/22/04           139,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Dover Corp. *DOV*                260003108                          02/27/04           219,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David H. Benson ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Gary L. Roubos.  We recommend  that
                          shareholders  WITHHOLD votes from Gary L. Roubos
                          for  standing as an  affiliated  outsider on the
                          Audit  Committee and Gary L. Roubos for standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.2   Elect Director Jean-Pierre M. Ergas
                       --- For
                 1.3   Elect Director Kristiane C. Graham
                       --- For
                 1.4   Elect Director Ronald L. Hoffman
                       --- For
                 1.5   Elect Director James L. Koley ---
                       For
                 1.6   Elect Director Richard K. Lochridge
                       --- For
                 1.7   Elect Director Thomas L. Reece ---
                       For
                 1.8   Elect Director Bernard G. Rethore
                       --- For
                 1.9   Elect Director Gary L. Roubos ---
                       Withhold
                 1.10  Elect Director Michael B. Stubbs
                       --- For
                 2     Approve Omnibus Stock Plan            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.


04/19/04 - A     Eli Lilly and Co. *LLY*          532457108                          02/13/04           174,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     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.   We  believe  that  the   Compensation
                          Committee   should  have  the   flexibility   to
                          determine an  executive's  pay based on a number
                          of factors,  rather then have an  arbitrary  cap
                          to determine  executive  compensation.  Although
                          we agree with the proponent  that the restricted
                          share   program   should   utilize   justifiable
                          performance     criteria     and     challenging
                          performance  benchmarks,  the  proposed  caps on
                          restricted  stock  grants,  severance  payments,
                          salary and bonus,  would be unduly  restrictive.
                          Thus, we do not support this proposal.
                 5     Report on Drug Pricing                Against    Against                ShrHoldr


05/05/04 - A     EMC Corp. *EMC*                  268648102                          03/08/04           703,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


05/11/04 - A     Ensco International, Inc.        26874Q100                          03/15/04           244,500
                 *ESV*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- Withhold
                          We recommend that  shareholders vote FOR Rita M.
                          Rodriguez but WITHHOLD  votes from all the other
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from   Compensation   Committee
                          members David M.  Carmichael and Thomas L. Kelly
                          II for  not  aligning  CEO's  compensation  with
                          shareholders interests.
                 1.2   Elect Director Thomas L. Kelly II
                       --- Withhold
                 1.3   Elect Director Rita M. Rodriguez
                       --- For


05/14/04 - A     Entergy Corp. *ETR*              29364G103                          03/17/04           241,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Maureen Scannell
                       Bateman --- For
                 1.2   Elect Director W. Frank Blount ---
                       For
                 1.3   Elect Director Simon D. deBree ---
                       For
                 1.4   Elect Director Claiborne P. Deming
                       --- For
                 1.5   Elect Director Alexis M. Herman ---
                       For
                 1.6   Elect Director Donald C. Hintz ---
                       For
                 1.7   Elect Director J. Wayne Leonard ---
                       For
                 1.8   Elect Director Robert v.d. Luft ---
                       For
                 1.9   Elect Director Kathleen A. Murphy
                       --- For
                 1.10  Elect Director Paul W. Murrill ---
                       For
                 1.11  Elect Director James R. Nichols ---
                       For
                 1.12  Elect Director William A. Percy, II
                       --- For
                 1.13  Elect Director Dennis H. Reilley
                       --- For
                 1.14  Elect Director Wm. Clifford Smith
                       --- For
                 1.15  Elect Director Bismark A.
                       Steinhagen --- For
                 1.16  Elect Director Steven V. Wilkinson
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    Against                ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.
                          However,  the  company  appears to have a policy
                          in place that is  consistent  with the proposal.
                          Therefore,  we believe this proposal is moot and
                          does not warrant shareholder support.
                 4     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options,   SARs  and  severance  packages
                          would  effectively  limit the company's  ability
                          to  retain  and  attract  qualified  management.
                          This proposal is too  restrictive,  and does not
                          warrant shareholder approval.


05/04/04 - A     EOG Resources, Inc. *EOG*        26875P101                          03/08/04           778,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director George A. Alcorn ---
                       For
                 1.2   Elect Director Charles R. Crisp ---
                       For
                 1.3   Elect Director Mark G. Papa --- For
                 1.4   Elect Director Edmund P. Segner,
                       III --- For
                 1.5   Elect Director Donald F. Textor ---
                       For
                 1.6   Elect Director Frank G. Wisner ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/26/04 - A     Exxon Mobil Corp. *XOM*          30231G102                          04/05/04         1,901,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael J. Boskin
                       --- For
                 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
                 4     Affirm Political Nonpartisanship      Against    Against                ShrHoldr
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Equatorial Guinea           Against    Against                ShrHoldr
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Amend EEO Statement to Include        Against    Abstain                ShrHoldr
                       Reference to 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.


05/25/04 - A     Fannie Mae *FNM*                 313586109                          04/06/04           705,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/19/04 - A     First Data Corp. *FDC*           319963104                          03/22/04         1,299,032
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Gannett Co., Inc. *GCI*          364730101                          03/05/04           339,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James A. Johnson ---
                       For
                 1.2   Elect Director Douglas H.
                       McCorkindale --- For
                 1.3   Elect Director Stephen P. Munn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should    utilize    justifiable     performance
                          criteria,  the proposed caps on restricted stock
                          grants,  severance  payments,  salary and bonus,
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.


05/05/04 - A     General Dynamics Corp. *GD*      369550108                          03/12/04           215,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    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.
                 4     Report on Foreign Military Sales      Against    Against                ShrHoldr


04/28/04 - A     General Electric Co. *GE*        369604103                          03/01/04         1,791,700
                 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
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 5     Eliminate Animal Testing              Against    Against                ShrHoldr
                 6     Report on Nuclear Fuel Storage Risks  Against    Against                ShrHoldr
                 7     Report on PCB Clean-up                Against    Against                ShrHoldr
                 8     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr
                 9     Prepare Sustainability Report         Against    Against                ShrHoldr
                 10    Limit Composition of Management       Against    Against                ShrHoldr
                       Development and Compensation
                       Committee to Independent Directors
                 11    Report on Pay Disparity               Against    Abstain                ShrHoldr
                 12    Limit Awards to Executives            Against    Against                ShrHoldr
                 13    Limit Board Service for Other         Against    For                    ShrHoldr
                       Companies
                          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
                 15    Hire Advisor/Maximize Shareholder     Against    Against                ShrHoldr
                       Value
                 16    Adopt a Retention Ratio for           Against    Against                ShrHoldr
                       Executives and Directors
                 17    Require 70% to 80% Independent Board  Against    Against                ShrHoldr
                 18    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


04/24/04 - A     Harley-Davidson, Inc. *HDI*      412822108                          03/10/04         1,153,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Home Depot, Inc. (The) *HD*      437076102                          03/29/04           893,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gregory D. Brenneman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Claudio X.
                          Gonzalez.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Claudio X.  Gonzalez  for
                          sitting on more than six boards.
                 1.2   Elect Director Richard H. Brown ---
                       For
                 1.3   Elect Director John L. Clendenin
                       --- For
                 1.4   Elect Director Berry R. Cox --- For
                 1.5   Elect Director Claudio X. Gonzalez
                       --- Withhold
                 1.6   Elect Director Milledge A. Hart,
                       III --- For
                 1.7   Elect Director Bonnie G. Hill ---
                       For
                 1.8   Elect Director Kenneth G. Langone
                       --- For
                 1.9   Elect Director Robert L. Nardelli
                       --- For
                 1.10  Elect Director Roger S. Penske ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because the company  does not have a policy that
                          puts any future pill to a  shareholder  vote, we
                          recommend   that   shareholders   support   this
                          proposal.
                 5     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          Because  we  support  pay for  performance,  and
                          because the grants of  restricted  stock  (other
                          than  those  granted  under  the  LTIP)  are not
                          based  on  specific   performance   hurdles,  we
                          believe  the   proposal   warrants   shareholder
                          support.
                 6     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr
                 7     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes  and severance  plans,  and therefore
                          recommend  that  shareholders  vote  to  approve
                          this proposal.
                 8     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


04/26/04 - A     Honeywell International, Inc.    438516106                          02/27/04           120,900
                 *HON*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James J. Howard ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees  with the exception of new nominee Eric
                          K. Shinseki. We recommend  shareholders WITHHOLD
                          votes  from  Ivan  G.  Seidenberg,   Russell  E.
                          Palmer,  Bruce  Karatz,  and James J. Howard for
                          failure to  implement  the proposal to eliminate
                          the supermajority vote requirement.
                 1.2   Elect Director Bruce Karatz ---
                       Withhold
                 1.3   Elect Director Russell E. Palmer
                       --- Withhold
                 1.4   Elect Director Ivan G. Seidenberg
                       --- Withhold
                 1.5   Elect Director Eric K. Shinseki ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          As  a  matter  of  policy,   we  recommend  that
                          shareholders   vote  for  all   proposals   that
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders' best interest.
                 5     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We support 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.  This proposal also
                          allows the company to seek shareholder  approval
                          after the material  terms of the agreement  have
                          been agreed  upon.  Therefore,  we support  this
                          proposal.
                 6     Report on Pay Disparity               Against    Abstain                ShrHoldr
                 7     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/07/04 - A     Illinois Tool Works Inc. *ITW*   452308109                          03/09/04            86,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Intel Corp. *INTC*               458140100                          03/22/04         2,154,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Craig R. Barrett ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent   outsider  D.  James
                          Guzy. We recommend  that  shareholders  WITHHOLD
                          votes  from D.  James  Guzy for  sitting on more
                          than six boards.
                 1.2   Elect Director Charlene Barshefsky
                       --- For
                 1.3   Elect Director E. John P. Browne
                       --- For
                 1.4   Elect Director Andrew S. Grove ---
                       For
                 1.5   Elect Director D. James Guzy ---
                       Withhold
                 1.6   Elect Director Reed E. Hundt --- For
                 1.7   Elect Director Paul S. Otellini ---
                       For
                 1.8   Elect Director David S. Pottruck
                       --- For
                 1.9   Elect Director Jane E. Shaw --- For
                 1.10  Elect Director John L. Thornton ---
                       For
                 1.11  Elect Director David B. Yoffie ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 5     Limit/Prohibit Awards to Executives   Against    For                    ShrHoldr
                          The    company    currently    does    not   use
                          performance-vesting  awards in its  compensation
                          plans  for  senior   executives.   Although  the
                          proponent   in  its   supporting   statement  is
                          critical  of  fixed-price  options,  it does not
                          appear that the proposal  advocates  replacement
                          of  options  with  performance-based  restricted
                          stock.  The  proposal  requests  the the company
                          use performance-vesting  stock in development of
                          future  equity  awards  for  senior  executives.
                          Although  the  company  has   recently   adopted
                          officer   stockholding    guidelines,   a   more
                          rigorous  requirement would be 7x to 10x for the
                          CEO  and  scaled  down  for  other   executives.
                          Therefore,   we  believe   that  this   proposal
                          warrants shareholder support.
                 6     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          In this case, the company uses standard  options
                          for its  long  term  compensation.  It does  not
                          currently    award    or    plans    to    award
                          performance-based    options.    The    proposal
                          requests  for a portion of future  stock  option
                          grants   to  be   performance-based   to  senior
                          executives   and   is   therefore   not   unduly
                          restrictive.  The  company  should  be  able  to
                          identify  appropriate  performance  criteria and
                          clearly  disclose  the  associated   performance
                          goals or hurdle rates to the shareholders.  This
                          would provide  further  discipline and alignment
                          in   award   of   executive    compensation   to
                          shareholders interest.


04/27/04 - A     International Business           459200101                          02/27/04           614,300
                 Machines Corp. *IBM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Cathleen Black ---
                       For
                 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
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 6     Amend Pension and Retirement          Against    Against                ShrHoldr
                       Medical Insurance Plans
                          We   believe   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  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.          We  agree
                          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
                          We  support  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
                          We agree 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
                 11    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 12    Report on Executive Compensation      Against    For                    ShrHoldr
                          While   we   do   not   suggest   that   current
                          compensation   practices   have   the   intended
                          effects   suggested  by  the   shareholder,   we
                          nonetheless   support   this   proposal  as  the
                          additional  reporting will provide  shareholders
                          with  greater   transparency   on   compensation
                          policies.


04/22/04 - A     Johnson & Johnson *JNJ*          478160104                          02/24/04           905,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Cease Charitable Contributions        Against    Against                ShrHoldr


05/25/04 - A     JP Morgan Chase & Co. *JPM*      46625H100                          04/02/04         1,492,740
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Hans W. Becherer ---
                       For
                 2.2   Elect Director Frank A. Bennack,
                       Jr. --- For
                 2.3   Elect Director John H. Biggs --- For
                 2.4   Elect Director Lawrence A. Bossidy
                       --- For
                 2.5   Elect Director Ellen V. Futter ---
                       For
                 2.6   Elect Director William H. Gray, III
                       --- For
                 2.7   Elect Director William B. Harrison,
                       Jr --- For
                 2.8   Elect Director Helene L. Kaplan ---
                       For
                 2.9   Elect Director Lee R. Raymond ---
                       For
                 2.10  Elect Director John R. Stafford ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                          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.
                 5     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.
                 6     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 7     Charitable Contributions              Against    Against                ShrHoldr
                          We    generally    believe    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 JP Morgan
                          Chase  Foundation  engages and donates to causes
                          that  management  believes are beneficial to the
                          communities  in which the company  operates  and
                          in the best  interests of the company.  Further,
                          the company provides  comprehensive  information
                          regarding  its  corporate  giving  grants in its
                          Corporate    Responsibility    Annual    Reports
                          available on the company's  website.  Therefore,
                          lacking  evidence  to the  contrary,  we believe
                          that continuing these  charitable  contributions
                          is in the best interests of the shareholders.
                 8     Political Contributions               Against    Against                ShrHoldr
                 9     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 10    Provide Adequate Disclosure for       Against    Against                ShrHoldr
                       over the counter Derivatives
                 11    Auditor Independence                  Against    For                    ShrHoldr
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 12    Submit Non-Employee Director          Against    Against                ShrHoldr
                       Compensation to Vote
                          JP  Morgan's  director  compensation  is in line
                          with the  compensation  practices  of its peers.
                          We  agree  with  the   company's   view  that  a
                          significant  portion  of  the  overall  director
                          compensation  be linked to the company's  stock.
                          At  this  time,  in the  absence  of  compelling
                          evidence   of  abusive   director   compensation
                          practices, we recommend against the proposal.
                 13    Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Since  approval  of this  proposal  will help JP
                          Morgan  review its  current  pay  practices  and
                          policies,   and  provide   transparency  to  its
                          shareholders, we support this request.


04/02/04 - A     Lehman Brothers Holdings Inc.    524908100                          02/13/04            91,000
                 *LEH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/09/04 - A     Liberty Media Corp. *L*          530718105                          04/21/04         1,823,432
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert R. Bennett
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of insiders  John C. Malone and Robert
                          R.  Bennett.   We  recommend  that  shareholders
                          WITHHOLD  votes  from John C.  Malone and Robert
                          R.  Bennett for failure to  establish a majority
                          independent board.
                 1.2   Elect Director Paul A. Gould --- For
                 1.3   Elect Director John C. Malone ---
                       Withhold
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Marsh & McLennan Companies,      571748102                          03/22/04           163,600
                 Inc. *MMC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     MBNA Corp. *KRB*                 55262L100                          02/13/04         1,482,239
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James H. Berick ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insider  Bruce L.  Hammonds  and
                          affiliated   outsiders   Benjamin  R.  Civiletti
                          ,James H.  Berick and  Randolph  D.  Lerner.  We
                          recommend that shareholders  WITHHOLD votes from
                          Benjamin  R.  Civiletti  and James H. Berick for
                          standing as  affiliated  outsiders on the Audit,
                          Compensation  and Governance  committees and for
                          failure  to  establish  a  majority  independent
                          board. We recommend that  shareholders  WITHHOLD
                          votes  from  Randolph  D.  Lerner  and  Bruce L.
                          Hammonds  for  failure to  establish  a majority
                          independent board.
                 1.2   Elect Director Benjamin R.
                       Civiletti --- Withhold
                 1.3   Elect Director Bruce L. Hammonds
                       --- Withhold
                 1.4   Elect Director William L. Jews ---
                       For
                 1.5   Elect Director Randolph D. Lerner
                       --- Withhold
                 1.6   Elect Director Stuart L. Markowitz
                       --- For
                 1.7   Elect Director William B. Milstead
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          In the wake of financial  reporting problems and
                          excessive  executive  compensation  at companies
                          like  Enron  Corp.,   Worldcom  Inc.,  and  Tyco
                          International  Ltd.,  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.  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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          We  believe  that  MBNA is  moving  in the right
                          direction as evidenced by the recent  changes in
                          the   company   such   as   reducing   executive
                          compensation  and  changing the  composition  of
                          the board.  However,  we believe  that the board
                          of  directors  should  be  an  independent  body
                          capable  of  providing  objective  oversight  of
                          management and the company's overall  direction.
                          This goal can best be  achieved  when  directors
                          are  independent of the CEO and have no personal
                          interest in the company  arising from salary,  a
                          consulting  agreement,  or any other significant
                          business arrangement.


04/21/04 - A     MEDCO Health Solutions Inc       58405U102                          03/10/04           187,689
                 *MHS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Merck & Co., Inc. *MRK*          589331107                          02/24/04           269,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 5     Develop Ethical Criteria for Patent   Against    Against                ShrHoldr
                       Extension
                 6     Link Executive Compensation to        Against    Abstain                ShrHoldr
                       Social Issues
                 7     Report on Political Contributions     Against    Against                ShrHoldr
                 8     Report on Operational Impact of       Against    Abstain                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/23/04 - A     Merrill Lynch & Co., Inc.        590188108                          02/24/04           231,700
                 *MER*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/27/04 - A     Metlife, Inc *MET*               59156R108                          03/01/04           352,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Curtis H. Barnette
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Harry  P.
                          Kamen and John C.  Danforth.  We recommend  that
                          shareholders  WITHHOLD votes from Harry P. Kamen
                          and John C.  Danforth for standing as affiliated
                          outsiders on the Nominating Committee.
                 1.2   Elect Director John C. Danforth ---
                       Withhold
                 1.3   Elect Director Burton A. Dole, Jr.
                       --- For
                 1.4   Elect Director Harry P. Kamen ---
                       Withhold
                 1.5   Elect Director Charles M. Leighton
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Limit Executive Compensation          Against    Against                ShrHoldr


04/20/04 - A     Morgan Stanley *MWD*             617446448                          02/20/04           549,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/27/04 - A     Nextel Communications, Inc.      65332V103                          04/02/04           123,742
                 *NXTL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


06/22/04 - A     Nordstrom, Inc. *JWN*            655664100                          03/17/04            74,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Norfolk Southern Corp. *NSC*     655844108                          03/05/04           768,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     North Fork Bancorporation,       659424105                          03/01/04           172,700
                 Inc. *NFB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Northern Trust Corp. *NTRS*      665859104                          03/01/04           194,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Duane L. Burnham ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Robert  A.
                          Helman. We recommend that shareholders  WITHHOLD
                          votes from Robert A.  Helman for  standing as an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Dolores E. Cross ---
                       For
                 1.3   Elect Director Susan Crown --- For
                 1.4   Elect Director Robert S. Hamada ---
                       For
                 1.5   Elect Director Robert A. Helman ---
                       Withhold
                 1.6   Elect Director Dipak C. Jain --- For
                 1.7   Elect Director Arthur L. Kelly ---
                       For
                 1.8   Elect Director Robert C. Mccormack
                       --- For
                 1.9   Elect Director Edward J. Mooney ---
                       For
                 1.10  Elect Director William A. Osborn
                       --- For
                 1.11  Elect Director John W. Rowe --- For
                 1.12  Elect Director Harold B. Smith ---
                       For
                 1.13  Elect Director William D. Smithburg
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Northrop Grumman Corp. *NOC*     666807102                          03/22/04           123,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr


04/22/04 - A     Pfizer Inc. *PFE*                717081103                          02/27/04         2,631,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Report on Operational Impact of       Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                 5     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Establish Term Limits for Directors   Against    Against                ShrHoldr
                 8     Report on Drug Pricing                Against    Against                ShrHoldr
                 9     Limit Awards to Executives            Against    Against                ShrHoldr
                 10    Amend Animal Testing Policy           Against    Against                ShrHoldr


05/13/04 - A     Providian Financial Corp.        74406A102                          03/15/04           653,300
                 *PVN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Rowan Companies, Inc. *RDC*      779382100                          03/01/04           216,600
                 1     Elect Directors                       For        For                    Mgmt


04/30/04 - A     SBC Communications Inc. *SBC*    78387G103                          03/02/04           895,839
                 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        Against                Mgmt
                          This proposal would declassify the board.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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.


04/14/04 - A     Schlumberger Ltd. *SLB*          806857108                          02/25/04           226,100
                       Meeting for Holders of ADRs
                 1     Elect Directors                       For        For                    Mgmt
                 2     ADOPTION AND APPROVAL OF FINANCIALS   For        For                    Mgmt
                       AND DIVIDENDS
                 3     APPROVAL OF ADOPTION OF THE 2004      For        For                    Mgmt
                       STOCK AND DEFERRAL PLAN FOR
                       NON-EMPLOYEE DIRECTORS
                 4     APPROVAL OF AUDITORS                  For        For                    Mgmt


04/20/04 - A     Smith International, Inc.        832110100                          02/27/04           120,900
                 *SII*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James R. Gibbs ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Jerry W. Neely.  We recommend  that
                          shareholders  WITHHOLD votes from Jerry W. Neely
                          for  standing as an  affiliated  outsider on the
                          Audit and on the Compensation committees.
                 1.2   Elect Director Jerry W. Neely ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Sprint Corp. *FON*               852061506                          02/20/04           163,410
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gordon M. Bethune
                       --- For
                          In  light  of the  persistent  and  questionable
                          judgment  displayed by the board, we recommend a
                          WITHHOLD  vote from  Linda  Koch  Lorimer as the
                          only continuing director up for re-election.  It
                          is our stance that if the  remaining  continuing
                          directors  were  up for  re-election,  we  would
                          recommend  a  withhold  vote  from  those  board
                          members as well.
                 1.2   Elect Director E. Linn Draper, Jr.
                       --- For
                 1.3   Elect Director Deborah A. Henretta
                       --- For
                 1.4   Elect Director Linda Koch Lorimer
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          We   support    the   general    principal    of
                          performance-based   compensation,  and  believes
                          that  there  should  be strong  linkage  between
                          company's  performance  and  compensation at the
                          senior  executive  level.  We also favor the use
                          of equity  grants  whose  grant or  vesting  are
                          directly  tied to the  attainment  of  disclosed
                          performance  criteria and the associated  hurdle
                          rates.   Sprint's  long-term  incentive  program
                          utilizes time-based  restricted stock grants and
                          stock  options  in  2003.  Only  the  short-term
                          incentive    compensation    is    tied   to   a
                          pre-established  performance  criteria.  As  for
                          stock  options,  the  nature of the stock  price
                          element  is  the  performance   feature  of  the
                          long-term incentive.  Therefore, executives will
                          receive  a benefit  only  when the  stock  price
                          increases.    In   light   of    Sprint's    non
                          performance-based    equity   grants   and   Mr.
                          Forsee's   2003   compensation    package,    we
                          recommend  a vote in favor of this  proposal  in
                          this case.
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          We agree  with the  spirit of the  proposal  and
                          has repeatedly  stressed its concern  throughout
                          this  analysis  of the  compensation  package of
                          chief  executive  officer Gary Forsee.  However,
                          this  proposal  would  arbitrarily  set  caps on
                          salary,  bonus, and equity awards  regardless of
                          the company's performance.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr


05/12/04 - A     St. Jude Medical, Inc. *STJ*     790849103                          03/15/04           114,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael A. Rocca ---
                       For
                 1.2   Elect Director David A. Thompson
                       --- For
                 1.3   Elect Director Stefan K.
                       Widensohler --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Increase Authorized Common Stock      For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal    is    unduly    restrictive.     The
                          Compensation     Committee    and     Management
                          Development   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.


05/07/04 - A     Starwood Hotels & Resorts        85590A203                          03/19/04           342,540
                 Worldwide, Inc. *HOT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     For        Against                Mgmt


04/21/04 - A     State Street Corp. (Boston)      857477103                          02/27/04           398,600
                 *STT*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Kennett Burnes ---
                       For
                 1.2   Elect Director David Gruber --- For
                 1.3   Elect Director Linda Hill --- For
                 1.4   Elect Director Charles Lamantia ---
                       For
                 1.5   Elect Director Robert Weissman ---
                       For
                 2     Exempt Board of Directors from        Against    Against                ShrHoldr
                       Massachusetts General Laws, Chapter
                       156B, Section 50A(a)
                          Proposal would declassify the board.


04/15/04 - A     Texas Instruments Inc. *TXN*     882508104                          02/17/04           497,316
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James R. Adams ---
                       For
                 1.2   Elect Director David L. Boren ---
                       For
                 1.3   Elect Director Daniel A. Carp ---
                       For
                 1.4   Elect Director Thomas J. Engibous
                       --- For
                 1.5   Elect Director Gerald W.
                       Fronterhouse --- For
                 1.6   Elect Director David R. Goode ---
                       For
                 1.7   Elect Director Wayne R. Sanders ---
                       For
                 1.8   Elect Director Ruth J. Simmons ---
                       For
                 1.9   Elect Director Richard K. Templeton
                       --- For
                 1.10  Elect Director Christine Todd
                       Whitman --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/17/04 - A     The Charles Schwab Corp. *SCH*   808513105                          03/18/04           509,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/16/04 - A     The Progressive Corp. *PGR*      743315103                          02/18/04           218,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles to Issue Shares        For        For                    Mgmt
                       without Issuing Physical
                       Certificates
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Tiffany & Co. *TIF*              886547108                          03/25/04           564,708
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Tribune Co. *TRB*                896047107                          03/17/04           274,700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeffrey Chandler ---
                       For
                 1.2   Elect Director William A. Osborn
                       --- For
                 1.3   Elect Director Kathryn C. Turner
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 12.74  percent is above the allowable cap for
                          this company of 6.63 percent.


04/14/04 - A     United Technologies Corp.        913017109                          02/17/04           231,100
                 *UTX*
                 1     Elect Directors                       For        For                    Mgmt
                 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    Against                ShrHoldr


04/28/04 - A     Verizon Communications *VZ*      92343V104                          03/01/04           691,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Require Majority of Independent       Against    Against                ShrHoldr
                       Directors on Board
                          Because  the  company   already   satisfies  our
                          guidelines  on  independence   and  has  already
                          established  a formal  independence  policy that
                          goes  above  and  beyond  our  requirements,  we
                          believe  that  this  proposal  does not  warrant
                          shareholder support.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    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.
                 7     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          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
                          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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          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
                          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.


06/04/04 - A     Wal-Mart Stores, Inc. *WMT*      931142103                          04/05/04         1,514,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James W. Breyer ---
                       For
                 1.2   Elect Director M. Michele Burns ---
                       For
                 1.3   Elect Director Thomas M. Coughlin
                       --- For
                 1.4   Elect Director David D. Glass ---
                       For
                 1.5   Elect Director Roland A. Hernandez
                       --- For
                 1.6   Elect Director Dawn G. Lepore ---
                       For
                 1.7   Elect Director John D. Opie --- For
                 1.8   Elect Director J. Paul Reason ---
                       For
                 1.9   Elect Director H. Lee Scott, Jr.
                       --- For
                 1.10  Elect Director Jack C. Shewmaker
                       --- For
                 1.11  Elect Director Jose H. Villarreal
                       --- For
                 1.12  Elect Director John T. Walton ---
                       For
                 1.13  Elect Director S. Robson Walton ---
                       For
                 1.14  Elect Director Christopher J.
                       Williams --- For
                 2     Approve Stock Option Plan             For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 7     Prepare Sustainability Report         Against    Against                ShrHoldr
                 8     Report on Stock Option Distribution   Against    Abstain                ShrHoldr
                       by Race and Gender
                 9     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)
                 10    Prepare Diversity Report              Against    Abstain                ShrHoldr
                 11    Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          We  acknowledge  the tax  benefits  arising from
                          deferring   executive   compensation.   However,
                          paying  above-market  interest rates on deferred
                          compensation  is not "best practice" and results
                          in  an  additional   expense  to   shareholders.
                          According to an Executive  Benefits Survey (2003
                          Results)  published  by Clark  Consulting,  only
                          seven   percent   of   the   227   participating
                          companies  provided  a bonus  rate  above  their
                          base earnings  rate. In addition,  the increment
                          formula for long term  participating in the plan
                          is  unique  and  quite   generous.   We  believe
                          shareholders   may   benefit   from  having  the
                          opportunity  to make their own evaluation of the
                          deferred compensation packages,  especially when
                          such plans contain unique  features  beyond best
                          practice.


05/17/04 - A     Watson Pharmaceuticals, Inc.     942683103                          03/19/04           150,300
                 *WPI*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Allen Chao, Ph.D.
                       --- For
                 1.2   Elect Director Michel J. Feldman
                       --- For
                 1.3   Elect Director Fred G. Weiss --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Review Executive Compensation         Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal is unduly  restrictive.  The  company's
                          independent  Compensation  Committee 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.


06/28/04 - S     WellPoint Health Networks Inc.   94973H108                          05/10/04           313,000
                 *WLP*
                 1     Approve Merger Agreement              For        For                    Mgmt


04/27/04 - A     Wells Fargo & Company *WFC*      949746101                          03/09/04           584,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J.A. Blanchard III
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of affiliated  outsiders  Michael W.
                          Wright,  Judith M. Runstad,  and Donald B. Rice.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Judith  M.  Runstad  for  standing  as  an
                          affiliated  outsider  on  the  Audit  Committee,
                          Michael  W.   Wright  and  Donald  B.  Rice  for
                          standing as  affiliated  outsiders  on the Human
                          Resources    and    Governance    &   Nominating
                          committees.
                 1.2   Elect Director Susan E. Engel ---
                       For
                 1.3   Elect Director Enrique Hernandez,
                       Jr. --- For
                 1.4   Elect Director Robert L. Joss ---
                       For
                 1.5   Elect Director Reatha Clark King
                       --- For
                 1.6   Elect Director Richard M.
                       Kovacevich --- For
                 1.7   Elect Director Richard D. McCormick
                       --- For
                 1.8   Elect Director Cynthia H. Milligan
                       --- For
                 1.9   Elect Director Philip J. Quigley
                       --- For
                 1.10  Elect Director Donald B. Rice ---
                       Withhold
                 1.11  Elect Director Judith M. Runstad
                       --- Withhold
                 1.12  Elect Director Stephen W. Sanger
                       --- For
                 1.13  Elect Director Susan G. Swenson ---
                       For
                 1.14  Elect Director Michael W. Wright
                       --- Withhold
                 2     Approve Retirement Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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  other
                          forms of  compensation  to  better  reflect  the
                          company's  true earnings and provide  additional
                          discipline  against  overuse.   Moreover,   this
                          proposal   received  majority  support  at  last
                          year's meeting.
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Link Executive Compensation to        Against    Against                ShrHoldr
                       Social Issues
                 7     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities





                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

LB FUND (MERGED INTO THRIVENT LARGE CAP STOCK FUND ON 7/17/2004)

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

08/11/03 - A     Computer Sciences Corporation     205363104                         06/13/03            67,200
                 *CSC*
                 1      Elect Directors                       For        For


07/18/03 - A     Dell Inc. *DELL*                  247025109                         05/23/03           256,800
                 1      Elect Directors                       For        For
                 2      Declassify the Board of Directors     For        Against
                 3      Change Company Name                   For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan


09/22/03 - A     General Mills, Inc. *GIS*         370334104                         07/24/03           369,200
                 1      Elect Directors                       For        For
                 1.1    Elect Director Stephen R. Demeritt
                        --- For
                 1.2    Elect Director Livio D. DeSimone
                        --- For
                 1.3    Elect Director William T. Esrey ---
                        For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Judith Richards Hope
                        --- For
                 1.6    Elect Director Robert L. Johnson
                        --- For
                 1.7    Elect Director John M. Keenan ---
                        For
                 1.8    Elect Director Heidi G. Miller ---
                        For
                 1.9    Elect Director Hilda
                        Ochoa-Brillembourg --- For
                 1.10   Elect Director Stephen W. Sanger
                        --- For
                 1.11   Elect Director A. Michael Spence
                        --- For
                 1.12   Elect Director Dorothy A. Terrell
                        --- For
                 1.13   Elect Director Raymond G. Viault
                        --- For
                 1.14   Elect Director Paul S. Walsh --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For


09/29/03 - A     Herman Miller, Inc. *MLHR*        600544100                         08/01/03           183,000
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


08/28/03 - A     Medtronic, Inc. *MDT*             585055106                         07/03/03           125,000
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Richard H. Anderson
                        --- For
                 1.2    Elect Director Michael R.
                        Bonsignore --- For
                 1.3    Elect Director Gordon M. Sprenger
                        --- Withhold
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Approve Executive Incentive Bonus     For        For
                        Plan





                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

LB FUND (MERGED INTO THRIVENT LARGE CAP STOCK FUND ON 7/17/2004)

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            37,820
                 1      Increase Authorized Common Stock      For        For


11/05/03 - A     Cardinal Health, Inc. *CAH*       14149Y108                         09/08/03            37,200
                 1      Elect Directors                       For        For


10/28/03 - S     First Data Corp. *FDC*            319963104                         09/08/03           373,860
                 1      Approve Merger Agreement              For        For


10/22/03 - A     Global Payments, Inc. *GPN*       37940X102                         08/25/03            85,900
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Raymond L. Killian,
                        Jr. as Class I Director --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Gillian  H.
                          Denham. We recommend that  shareholders  WITHHOLD
                          votes from  Gillian H. Denham for  standing as an
                          affiliated   outsider  on  the  Compensation  and
                          Nominating committees.
                 1.2    Elect Director Michael W. Trapp as
                        Class II Director --- For
                 1.3    Elect Director Gerald J. Wilkins as
                        Class II Director --- For
                 1.4    Elect Director Alex W. Hart as
                        Class III Director --- For
                 1.5    Elect Director William I. Jacobs as
                        Class III Director --- For
                 1.6    Elect Director Gillian H. Denham as
                        Class III Director --- Withhold
                 1.7    Elect Director Alan M. Silberstein
                        as Class III Director --- For


11/11/03 - A     Microsoft Corp. *MSFT*            594918104                         09/12/03         1,033,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William H. Gates,
                        III --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of Jon A.  Shirley.  We recommend  that
                          shareholders  WITHHOLD  votes from Jon A. Shirley
                          for  standing  as an  affiliated  outsider on the
                          Audit Committee.
                 1.2    Elect Director Steven A. Ballmer
                        --- For
                 1.3    Elect Director James I. Cash, Jr.,
                        Ph.D. --- For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Ann McLaughlin
                        Korologos --- For
                 1.6    Elect Director David F. Marquardt
                        --- For
                 1.7    Elect Director Charles H. Noski ---
                        For
                 1.8    Elect Director Dr. Helmut Panke ---
                        For
                 1.9    Elect Director Wm. G. Reed, Jr. ---
                        For
                 1.10   Elect Director Jon A. Shirley ---
                        Withhold
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Non-Employee Director Stock     For        For
                        Option Plan
                        Shareholder Proposal
                 4      Refrain from Giving Charitable        Against    Against
                        Contributions


10/13/03 - A     Oracle Corp. *ORCL*               68389X105                         08/21/03           526,600
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For
                 4      Amend Non-Employee Director Omnibus   For        For
                        Stock Plan
                        Shareholder Proposal
                 5      Implement China Principles            Against    Against





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

LB FUND (MERGED INTO THRIVENT LARGE CAP STOCK FUND ON 7/17/2004)

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

01/22/04 - A     Alberto-Culver Co. *ACV*          013068101                         12/01/03           114,100
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Amend Articles                        For        For
                 4      Increase Authorized Common Stock      For        For


03/05/04 - A     AmerisourceBergen Corp *ABC*      03073E105                         01/12/04            51,702
                 1      Elect Directors                       For        For


03/24/04 - A     Applied Materials, Inc. *AMAT*    038222105                         01/30/04           151,900
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For


03/17/04 - S     Bank of America Corp. *BAC*       060505104                         01/26/04           179,841
                 1      Approve Merger Agreement              For        For
                 2      Amend Omnibus Stock Plan              For        For
                 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.


01/22/04 - A     BJ Services Company *BJS*         055482103                         12/05/03            92,100
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Foreign Operations Risk     Against    Against


01/09/04 - S     Countrywide Financial Corp.       222372104                         11/28/03            14,200
                 *CFC*
                 1      Increase Authorized Common Stock      For        For


01/15/04 - A     Family Dollar Stores, Inc.        307000109                         11/24/03            96,300
                 *FDO*
                 1      Elect Directors                       For        For
                 2      Approve Non-Employee Director Stock   For        For
                        Option Plan
                 3      Ratify Auditors                       For        For


01/14/04 - A     Walgreen Co. *WAG*                931422109                         11/17/03           865,400
                 1      Elect Directors                       For        For
                 1.1    Elect Director David W. Bernauer
                        --- For
                 1.2    Elect Director William C. Foote ---
                        For
                 1.3    Elect Director James J. Howard ---
                        For
                 1.4    Elect Director Alan G. McNally ---
                        For
                 1.5    Elect Director Cordell Reed --- For
                 1.6    Elect Director Jeffrey A. Rein ---
                        For
                 1.7    Elect Director David Y. Schwartz
                        --- For
                 1.8    Elect Director John B. Schwemm ---
                        For
                 1.9    Elect Director Marilou M. von
                        Ferstel --- For
                 1.10   Elect Director Charles R. Walgreen
                        III --- For
                 2      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan
                          The total cost of the company's plans,  including
                          the amended  and  restated  nonemployee  director
                          stock  plan  and  other  ongoing  plans,  of 7.70
                          percent  is  above  the  allowable  cap for  this
                          company of 5.13 percent.





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

LB FUND (MERGED INTO THRIVENT LARGE CAP STOCK FUND ON 7/17/2004)

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

05/11/04 - A     3M CO *MMM*                      88579Y101                          03/12/04            61,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward A. Brennan
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of insider W.  James  McNerney,  Jr.
                          and  independent  outsiders  Kevin W. Sharer and
                          Edward   A.   Brennan.    We   recommend    that
                          shareholders   WITHHOLD   votes  from  W.  James
                          McNerney,  Jr.,  Kevin W. Sharer,  and Edward A.
                          Brennan for failure to  implement  the  proposal
                          to  submit  the  company's   poison  pill  to  a
                          shareholder vote.
                 1.2   Elect Director Michael L. Eskew ---
                       For
                 1.3   Elect Director W. James McNerney,
                       Jr. --- Withhold
                 1.4   Elect Director Kevin W. Sharer ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/23/04 - A     Abbott Laboratories *ABT*        002824100                          02/25/04            79,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Drug Pricing                          Against    Against                ShrHoldr
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


05/03/04 - A     AFLAC Incorporated *AFL*         001055102                          02/25/04           224,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Daniel P. Amos ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Michael H.  Armacost.  We recommend
                          that  shareholders  WITHHOLD  votes from Michael
                          H. Armacost for poor attendance.
                 1.2   Elect Director John Shelby Amos II
                       --- For
                 1.3   Elect Director Michael H. Armacost
                       --- Withhold
                 1.4   Elect Director Kriss Cloninger III
                       --- For
                 1.5   Elect Director Joe Frank Harris ---
                       For
                 1.6   Elect Director Elizabeth J. Hudson
                       --- For
                 1.7   Elect Director Kenneth S. Janke,
                       Sr. --- For
                 1.8   Elect Director Douglas W. Johnson
                       --- For
                 1.9   Elect Director Robert B. Johnson
                       --- For
                 1.10  Elect Director Charles B. Knapp ---
                       For
                 1.11  Elect Director Hidefumi Matsui ---
                       For
                 1.12  Elect Director Nobuhiro Mori --- For
                 1.13  Elect Director E. Stephen Purdom,
                       M.D. --- For
                 1.14  Elect Director Barbara K. Rimer,
                       Ph.D. --- For
                 1.15  Elect Director Marvin R. Schuster
                       --- For
                 1.16  Elect Director Glenn Vaughn, Jr.
                       --- For
                 1.17  Elect Director Robert L. Wright ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Altria Group, Inc. *MO*          02209S103                          03/08/04           494,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Product Warnings for        Against    Against                ShrHoldr
                       Pregnant Women
                 4     Report on Health Risks Associated     Against    Against                ShrHoldr
                       with Cigarette Filters
                 5     Political Contributions/Activities    Against    Against                ShrHoldr
                 6     Cease Use of Light and Ultra Light    Against    Against                ShrHoldr
                       in Cigarette Marketing
                 7     Place Canadian Style Warnings on      Against    Against                ShrHoldr
                       Cigarette Packaging
                 8     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/04/04 - A     Ambac Financial Group, Inc.      023139108                          03/09/04            57,200
                 *ABK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     American Express Co. *AXP*       025816109                          02/27/04           356,900
                 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,  we take 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 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.


05/19/04 - A     American International Group,    026874107                          03/26/04           411,800
                 Inc. *AIG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Divest from Tobacco Equities          Against    Against                ShrHoldr
                 7     Link Executive Compensation to        Against    Against                ShrHoldr
                       Predatory Lending


06/10/04 - A     American Power Conversion        029066107                          04/14/04           176,400
                 Corp. *APCC*
                 1     Fix Number of Directors               For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Rodger B. Dowdell,
                       Jr. --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Rodger B. Dowdell,  Jr.,
                          Emanuel E.  Landsman and Neil E.  Rasmussen  and
                          affiliated  outsider Ervin F. Lyon. We recommend
                          that shareholders  WITHHOLD votes from Rodger B.
                          Dowdell,  Jr.,  Emanuel E.  Landsman and Neil E.
                          Rasmussen  for  failure to  establish a majority
                          independent   board.   We  also  recommend  that
                          shareholders  WITHHOLD  votes from Ervin F. Lyon
                          for  standing as an  affiliated  outsider on the
                          Audit,  Compensation  and Nominating  committees
                          and  for   failure  to   establish   a  majority
                          independent board.
                 2.2   Elect Director Emanuel E. Landsman
                       --- Withhold
                 2.3   Elect Director Neil E. Rasmussen
                       --- Withhold
                 2.4   Elect Director Ervin F. Lyon ---
                       Withhold
                 2.5   Elect Director James D. Gerson ---
                       For
                 2.6   Elect Director John G. Kassakian
                       --- For
                 2.7   Elect Director John F. Keane, Sr.
                       --- For
                 2.8   Elect Director Ellen B. Richstone
                       --- For
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Amgen, Inc. *AMGN*               031162100                          03/19/04           120,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank J. Biondi, Jr.
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Jerry  D.
                          Choate. We recommend that shareholders  WITHHOLD
                          votes from Jerry D.  Choate for  standing  as an
                          affiliated    outsider    on   the   Audit   and
                          Compensation committees.
                 1.2   Elect Director Jerry D. Choate ---
                       Withhold
                 1.3   Elect Director Frank C. Herringer
                       --- For
                 1.4   Elect Director Gilbert S. Omenn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Prepare Glass Ceiling Report          Against    Abstain                ShrHoldr
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/06/04 - A     Apache Corp. *APA*               037411105                          03/17/04           109,840
                 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    Against                ShrHoldr


05/27/04 - A     Arrow Electronics, Inc. *ARW*    042735100                          03/29/04            61,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     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     AT&T Wireless Services, Inc.     00209A106                          03/22/04            91,100
                 *AWE*
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Nobuharu Ono --- For
                 2.2   Elect Director Carolyn M. Ticknor
                       --- For
                 2.3   Elect Director John D. Zeglis ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   compensation   committee  is  composed  of
                          entirely of independent  directors and currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          compensation    committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent   that  the   company's   compensation
                          program should utilize  justifiable  performance
                          criteria,  the  proposed  caps and  restrictions
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.
                 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     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


04/28/04 - A     Baker Hughes Incorporated        057224107                          03/03/04           129,300
                 *BHI*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Edward P. Djerejian
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes  from   independent   outsiders
                          Charles  L.  Watson,  H. John  Riley,  Jr.,  and
                          Edward P.  Djerejian  for  failure to  implement
                          the board declassification proposal.
                 1.2   Elect Director H. John Riley, Jr.
                       --- Withhold
                 1.3   Elect Director Charles L. Watson
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Baker Hughes does not have a rights  plan.  Last
                          year the board  adopted a policy that any future
                          poison  pill must be  ratified  by  shareholders
                          either at the time of  adoption  or, if  advised
                          by a committee of independent directors,  within
                          a year of  adoption  or else the pill  will then
                          expire.  We believe  that such a policy  strikes
                          an  appropriate   balance  between  the  board's
                          exercise  of its  fiduciary  duty and the rights
                          of  shareholders to ensure that a future pill is
                          not used in an abusive fashion.


05/26/04 - A     Bank of America Corp. *BAC*      060505104                          04/07/04           179,841
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William Barnet, III
                       --- For
                 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 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
                 6     Establish Independent Committee to    Against    Against                ShrHoldr
                       Review Mutual Fund Policy
                          In  view  of  the  company's   efforts  and  the
                          disclosure  expected  with the final  settlement
                          agreement,  we do not support  this  proposal at
                          this time.
                 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           110,500
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/11/04 - A     Boston Scientific Corp. *BSX*    101137107                          03/19/04           136,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Bristol-Myers Squibb Co. *BMY*   110122108                          03/08/04            86,700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Peter R. Dolan ---
                       For
                 1.2   Elect Director Louis V. Gerstner,
                       Jr. --- For
                 1.3   Elect Director Leif Johansson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 4     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       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.


04/21/04 - A     Burlington Resources Inc. *BR*   122014103                          02/23/04            48,000
                 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
                 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


04/14/04 - A     Caterpillar Inc. *CAT*           149123101                          02/17/04            56,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Although we commend  the  company for  approving
                          the  TIDE  provision  to  the  company's  rights
                          plan,  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.
                 5     Report on Equipment Sales to Israel   Against    Against                ShrHoldr
                          In  this  case,  we  agree  with  the  company's
                          statement on the issue.  While we recommend that
                          Caterpillar  continuously  review  the risks and
                          opportunities  associated  with each market that
                          the  company  operates  in,  it would be  overly
                          burdensome  and  potentially  costly to  monitor
                          and  respond  to issues  resulting  from the end
                          use of the company's products.  Further, we note
                          that Caterpillar  complies with current laws and
                          regulations regarding international  operations.
                          Additionally,    we   agree   that    government
                          officials and  organizations  can better address
                          the political aspects of this proposal,  and may
                          represent  a more  appropriate  forum  for these
                          concerns.   As   such,   we  do  not   recommend
                          shareholder  support  for this  proposal at this
                          time.
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


05/06/04 - A     CenturyTel, Inc. *CTL*           156700106                          03/08/04            11,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     ChevronTexaco Corp. *CVX*        166764100                          03/01/04            15,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Shareholder Rights Plan         For        For                    Mgmt
                       (Poison Pill) Policy
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          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
                 9     Report on Renewable Energy            Against    Against                ShrHoldr


04/20/04 - A     Citigroup Inc. *C*               172967101                          02/27/04           525,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We feel 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.  While
                          we are concerned  that certain  companies  award
                          compensation  packages without  consideration of
                          performance  hurdles,   being  unable  to  issue
                          stock   options   could  hinder  the   company's
                          ability   to  attract   and   retain   competent
                          executive   officers.   As  such,  we  recommend
                          shareholders oppose this request.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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


04/28/04 - A     Clear Channel Communications,    184502102                          03/08/04            78,400
                 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


04/20/04 - A     CNF Inc. *CNF*                   12612W104                          03/01/04            25,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     ConocoPhillips *COP*             20825C104                          03/10/04            41,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Report on Drilling in the Arctic      Against    Against                ShrHoldr
                       National Wildlife Refuge


05/19/04 - A     Corn Products International,     219023108                          03/22/04            13,400
                 Inc. *CPO*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/16/04 - A     Countrywide Financial Corp.      222372104                          04/19/04            30,000
                 *CFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/18/04 - A     Cox Communications, Inc. *COX*   224044107                          03/19/04           892,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director G. Dennis Berry ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsider  Andrew J.
                          Young, and insiders James O. Robbins,  Robert C.
                          O'Leary,  James C. Kennedy, and G. Dennis Berry.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Andrew J.  Young for poor  attendance.  We
                          also recommend that shareholders  WITHHOLD votes
                          from James O. Robbins,  Robert C. O'Leary, James
                          C.  Kennedy,  and G. Dennis Berry for failure to
                          establish an independent  nominating  committee,
                          and  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director Janet M. Clarke ---
                       For
                 1.3   Elect Director James C. Kennedy ---
                       Withhold
                 1.4   Elect Director Robert C. O'Leary
                       --- Withhold
                 1.5   Elect Director James O. Robbins ---
                       Withhold
                 1.6   Elect Director Rodney W. Schrock
                       --- For
                 1.7   Elect Director Andrew J. Young ---
                       Withhold
                 2     Approve Employee Stock Purchase Plan  For        For                    Mgmt


05/25/04 - A     Dollar General Corp. *DG*        256669102                          03/22/04            40,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Dover Corp. *DOV*                260003108                          02/27/04            63,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David H. Benson ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Gary L. Roubos.  We recommend  that
                          shareholders  WITHHOLD votes from Gary L. Roubos
                          for  standing as an  affiliated  outsider on the
                          Audit  Committee and Gary L. Roubos for standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.2   Elect Director Jean-Pierre M. Ergas
                       --- For
                 1.3   Elect Director Kristiane C. Graham
                       --- For
                 1.4   Elect Director Ronald L. Hoffman
                       --- For
                 1.5   Elect Director James L. Koley ---
                       For
                 1.6   Elect Director Richard K. Lochridge
                       --- For
                 1.7   Elect Director Thomas L. Reece ---
                       For
                 1.8   Elect Director Bernard G. Rethore
                       --- For
                 1.9   Elect Director Gary L. Roubos ---
                       Withhold
                 1.10  Elect Director Michael B. Stubbs
                       --- For
                 2     Approve Omnibus Stock Plan            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.


04/19/04 - A     Eli Lilly and Co. *LLY*          532457108                          02/13/04            50,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     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.   We  believe  that  the   Compensation
                          Committee   should  have  the   flexibility   to
                          determine an  executive's  pay based on a number
                          of factors,  rather then have an  arbitrary  cap
                          to determine  executive  compensation.  Although
                          we agree with the proponent  that the restricted
                          share   program   should   utilize   justifiable
                          performance     criteria     and     challenging
                          performance  benchmarks,  the  proposed  caps on
                          restricted  stock  grants,  severance  payments,
                          salary and bonus,  would be unduly  restrictive.
                          Thus, we do not support this proposal.
                 5     Report on Drug Pricing                Against    Against                ShrHoldr


05/05/04 - A     EMC Corp. *EMC*                  268648102                          03/08/04           202,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


05/11/04 - A     Ensco International, Inc.        26874Q100                          03/15/04            70,300
                 *ESV*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- Withhold
                          We recommend that  shareholders vote FOR Rita M.
                          Rodriguez but WITHHOLD  votes from all the other
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from   Compensation   Committee
                          members David M.  Carmichael and Thomas L. Kelly
                          II for  not  aligning  CEO's  compensation  with
                          shareholders interests.
                 1.2   Elect Director Thomas L. Kelly II
                       --- Withhold
                 1.3   Elect Director Rita M. Rodriguez
                       --- For


05/14/04 - A     Entergy Corp. *ETR*              29364G103                          03/17/04            69,400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Maureen Scannell
                       Bateman --- For
                 1.2   Elect Director W. Frank Blount ---
                       For
                 1.3   Elect Director Simon D. deBree ---
                       For
                 1.4   Elect Director Claiborne P. Deming
                       --- For
                 1.5   Elect Director Alexis M. Herman ---
                       For
                 1.6   Elect Director Donald C. Hintz ---
                       For
                 1.7   Elect Director J. Wayne Leonard ---
                       For
                 1.8   Elect Director Robert v.d. Luft ---
                       For
                 1.9   Elect Director Kathleen A. Murphy
                       --- For
                 1.10  Elect Director Paul W. Murrill ---
                       For
                 1.11  Elect Director James R. Nichols ---
                       For
                 1.12  Elect Director William A. Percy, II
                       --- For
                 1.13  Elect Director Dennis H. Reilley
                       --- For
                 1.14  Elect Director Wm. Clifford Smith
                       --- For
                 1.15  Elect Director Bismark A.
                       Steinhagen --- For
                 1.16  Elect Director Steven V. Wilkinson
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    Against                ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.
                          However,  the  company  appears to have a policy
                          in place that is  consistent  with the proposal.
                          Therefore,  we believe this proposal is moot and
                          does not warrant shareholder support.
                 4     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options,   SARs  and  severance  packages
                          would  effectively  limit the company's  ability
                          to  retain  and  attract  qualified  management.
                          This proposal is too  restrictive,  and does not
                          warrant shareholder approval.


05/04/04 - A     EOG Resources, Inc. *EOG*        26875P101                          03/08/04           224,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director George A. Alcorn ---
                       For
                 1.2   Elect Director Charles R. Crisp ---
                       For
                 1.3   Elect Director Mark G. Papa --- For
                 1.4   Elect Director Edmund P. Segner,
                       III --- For
                 1.5   Elect Director Donald F. Textor ---
                       For
                 1.6   Elect Director Frank G. Wisner ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/26/04 - A     Exxon Mobil Corp. *XOM*          30231G102                          04/05/04           547,346
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael J. Boskin
                       --- For
                 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
                 4     Affirm Political Nonpartisanship      Against    Against                ShrHoldr
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Equatorial Guinea           Against    Against                ShrHoldr
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Amend EEO Statement to Include        Against    Abstain                ShrHoldr
                       Reference to 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.


05/25/04 - A     Fannie Mae *FNM*                 313586109                          04/06/04           137,223
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/19/04 - A     First Data Corp. *FDC*           319963104                          03/22/04           373,860
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Gannett Co., Inc. *GCI*          364730101                          03/05/04            97,700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James A. Johnson ---
                       For
                 1.2   Elect Director Douglas H.
                       McCorkindale --- For
                 1.3   Elect Director Stephen P. Munn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should    utilize    justifiable     performance
                          criteria,  the proposed caps on restricted stock
                          grants,  severance  payments,  salary and bonus,
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.


05/05/04 - A     General Dynamics Corp. *GD*      369550108                          03/12/04            62,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    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.
                 4     Report on Foreign Military Sales      Against    Against                ShrHoldr


04/28/04 - A     General Electric Co. *GE*        369604103                          03/01/04           516,200
                 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
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 5     Eliminate Animal Testing              Against    Against                ShrHoldr
                 6     Report on Nuclear Fuel Storage Risks  Against    Against                ShrHoldr
                 7     Report on PCB Clean-up                Against    Against                ShrHoldr
                 8     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr
                 9     Prepare Sustainability Report         Against    Against                ShrHoldr
                 10    Limit Composition of Management       Against    Against                ShrHoldr
                       Development and Compensation
                       Committee to Independent Directors
                 11    Report on Pay Disparity               Against    Abstain                ShrHoldr
                 12    Limit Awards to Executives            Against    Against                ShrHoldr
                 13    Limit Board Service for Other         Against    For                    ShrHoldr
                       Companies
                          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
                 15    Hire Advisor/Maximize Shareholder     Against    Against                ShrHoldr
                       Value
                 16    Adopt a Retention Ratio for           Against    Against                ShrHoldr
                       Executives and Directors
                 17    Require 70% to 80% Independent Board  Against    Against                ShrHoldr
                 18    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


04/24/04 - A     Harley-Davidson, Inc. *HDI*      412822108                          03/10/04           316,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Home Depot, Inc. (The) *HD*      437076102                          03/29/04           257,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gregory D. Brenneman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Claudio X.
                          Gonzalez.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Claudio X.  Gonzalez  for
                          sitting on more than six boards.
                 1.2   Elect Director Richard H. Brown ---
                       For
                 1.3   Elect Director John L. Clendenin
                       --- For
                 1.4   Elect Director Berry R. Cox --- For
                 1.5   Elect Director Claudio X. Gonzalez
                       --- Withhold
                 1.6   Elect Director Milledge A. Hart,
                       III --- For
                 1.7   Elect Director Bonnie G. Hill ---
                       For
                 1.8   Elect Director Kenneth G. Langone
                       --- For
                 1.9   Elect Director Robert L. Nardelli
                       --- For
                 1.10  Elect Director Roger S. Penske ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because the company  does not have a policy that
                          puts any future pill to a  shareholder  vote, we
                          recommend   that   shareholders   support   this
                          proposal.
                 5     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          Because  we  support  pay for  performance,  and
                          because the grants of  restricted  stock  (other
                          than  those  granted  under  the  LTIP)  are not
                          based  on  specific   performance   hurdles,  we
                          believe  the   proposal   warrants   shareholder
                          support.
                 6     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr
                 7     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes  and severance  plans,  and therefore
                          recommend  that  shareholders  vote  to  approve
                          this proposal.
                 8     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


04/26/04 - A     Honeywell International, Inc.    438516106                          02/27/04            34,700
                 *HON*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James J. Howard ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees  with the exception of new nominee Eric
                          K. Shinseki. We recommend  shareholders WITHHOLD
                          votes  from  Ivan  G.  Seidenberg,   Russell  E.
                          Palmer,  Bruce  Karatz,  and James J. Howard for
                          failure to  implement  the proposal to eliminate
                          the supermajority vote requirement.
                 1.2   Elect Director Bruce Karatz ---
                       Withhold
                 1.3   Elect Director Russell E. Palmer
                       --- Withhold
                 1.4   Elect Director Ivan G. Seidenberg
                       --- Withhold
                 1.5   Elect Director Eric K. Shinseki ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          As  a  matter  of  policy,   we  recommend  that
                          shareholders   vote  for  all   proposals   that
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders' best interest.
                 5     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We support 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.  This proposal also
                          allows the company to seek shareholder  approval
                          after the material  terms of the agreement  have
                          been agreed  upon.  Therefore,  we support  this
                          proposal.
                 6     Report on Pay Disparity               Against    Abstain                ShrHoldr
                 7     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/07/04 - A     Illinois Tool Works Inc. *ITW*   452308109                          03/09/04            24,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Intel Corp. *INTC*               458140100                          03/22/04           620,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Craig R. Barrett ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent   outsider  D.  James
                          Guzy. We recommend  that  shareholders  WITHHOLD
                          votes  from D.  James  Guzy for  sitting on more
                          than six boards.
                 1.2   Elect Director Charlene Barshefsky
                       --- For
                 1.3   Elect Director E. John P. Browne
                       --- For
                 1.4   Elect Director Andrew S. Grove ---
                       For
                 1.5   Elect Director D. James Guzy ---
                       Withhold
                 1.6   Elect Director Reed E. Hundt --- For
                 1.7   Elect Director Paul S. Otellini ---
                       For
                 1.8   Elect Director David S. Pottruck
                       --- For
                 1.9   Elect Director Jane E. Shaw --- For
                 1.10  Elect Director John L. Thornton ---
                       For
                 1.11  Elect Director David B. Yoffie ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 5     Limit/Prohibit Awards to Executives   Against    For                    ShrHoldr
                          The    company    currently    does    not   use
                          performance-vesting  awards in its  compensation
                          plans  for  senior   executives.   Although  the
                          proponent   in  its   supporting   statement  is
                          critical  of  fixed-price  options,  it does not
                          appear that the proposal  advocates  replacement
                          of  options  with  performance-based  restricted
                          stock.  The  proposal  requests  the the company
                          use performance-vesting  stock in development of
                          future  equity  awards  for  senior  executives.
                          Although  the  company  has   recently   adopted
                          officer   stockholding    guidelines,   a   more
                          rigorous  requirement would be 7x to 10x for the
                          CEO  and  scaled  down  for  other   executives.
                          Therefore,   we  believe   that  this   proposal
                          warrants shareholder support.
                 6     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          In this case, the company uses standard  options
                          for its  long  term  compensation.  It does  not
                          currently    award    or    plans    to    award
                          performance-based    options.    The    proposal
                          requests  for a portion of future  stock  option
                          grants   to  be   performance-based   to  senior
                          executives   and   is   therefore   not   unduly
                          restrictive.  The  company  should  be  able  to
                          identify  appropriate  performance  criteria and
                          clearly  disclose  the  associated   performance
                          goals or hurdle rates to the shareholders.  This
                          would provide  further  discipline and alignment
                          in   award   of   executive    compensation   to
                          shareholders interest.


04/27/04 - A     International Business           459200101                          02/27/04           176,800
                 Machines Corp. *IBM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Cathleen Black ---
                       For
                 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
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 6     Amend Pension and Retirement          Against    Against                ShrHoldr
                       Medical Insurance Plans
                          We   believe   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  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.          We  agree
                          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
                          We  support  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
                          We agree 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
                 11    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 12    Report on Executive Compensation      Against    For                    ShrHoldr
                          While   we   do   not   suggest   that   current
                          compensation   practices   have   the   intended
                          effects   suggested  by  the   shareholder,   we
                          nonetheless   support   this   proposal  as  the
                          additional  reporting will provide  shareholders
                          with  greater   transparency   on   compensation
                          policies.


04/22/04 - A     Johnson & Johnson *JNJ*          478160104                          02/24/04           260,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Cease Charitable Contributions        Against    Against                ShrHoldr


05/25/04 - A     JP Morgan Chase & Co. *JPM*      46625H100                          04/02/04           429,600
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Hans W. Becherer ---
                       For
                 2.2   Elect Director Frank A. Bennack,
                       Jr. --- For
                 2.3   Elect Director John H. Biggs --- For
                 2.4   Elect Director Lawrence A. Bossidy
                       --- For
                 2.5   Elect Director Ellen V. Futter ---
                       For
                 2.6   Elect Director William H. Gray, III
                       --- For
                 2.7   Elect Director William B. Harrison,
                       Jr --- For
                 2.8   Elect Director Helene L. Kaplan ---
                       For
                 2.9   Elect Director Lee R. Raymond ---
                       For
                 2.10  Elect Director John R. Stafford ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                          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.
                 5     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.
                 6     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 7     Charitable Contributions              Against    Against                ShrHoldr
                          We    generally    believe    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 JP Morgan
                          Chase  Foundation  engages and donates to causes
                          that  management  believes are beneficial to the
                          communities  in which the company  operates  and
                          in the best  interests of the company.  Further,
                          the company provides  comprehensive  information
                          regarding  its  corporate  giving  grants in its
                          Corporate    Responsibility    Annual    Reports
                          available on the company's  website.  Therefore,
                          lacking  evidence  to the  contrary,  we believe
                          that continuing these  charitable  contributions
                          is in the best interests of the shareholders.
                 8     Political Contributions               Against    Against                ShrHoldr
                 9     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 10    Provide Adequate Disclosure for       Against    Against                ShrHoldr
                       over the counter Derivatives
                 11    Auditor Independence                  Against    For                    ShrHoldr
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 12    Submit Non-Employee Director          Against    Against                ShrHoldr
                       Compensation to Vote
                          JP  Morgan's  director  compensation  is in line
                          with the  compensation  practices  of its peers.
                          We  agree  with  the   company's   view  that  a
                          significant  portion  of  the  overall  director
                          compensation  be linked to the company's  stock.
                          At  this  time,  in the  absence  of  compelling
                          evidence   of  abusive   director   compensation
                          practices, we recommend against the proposal.
                 13    Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Since  approval  of this  proposal  will help JP
                          Morgan  review its  current  pay  practices  and
                          policies,   and  provide   transparency  to  its
                          shareholders, we support this request.


04/02/04 - A     Lehman Brothers Holdings Inc.    524908100                          02/13/04            26,200
                 *LEH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/09/04 - A     Liberty Media Corp. *L*          530718105                          04/21/04           525,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert R. Bennett
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of insiders  John C. Malone and Robert
                          R.  Bennett.   We  recommend  that  shareholders
                          WITHHOLD  votes  from John C.  Malone and Robert
                          R.  Bennett for failure to  establish a majority
                          independent board.
                 1.2   Elect Director Paul A. Gould --- For
                 1.3   Elect Director John C. Malone ---
                       Withhold
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Marsh & McLennan Companies,      571748102                          03/22/04            47,100
                 Inc. *MMC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     MBNA Corp. *KRB*                 55262L100                          02/13/04           270,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James H. Berick ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insider  Bruce L.  Hammonds  and
                          affiliated   outsiders   Benjamin  R.  Civiletti
                          ,James H.  Berick and  Randolph  D.  Lerner.  We
                          recommend that shareholders  WITHHOLD votes from
                          Benjamin  R.  Civiletti  and James H. Berick for
                          standing as  affiliated  outsiders on the Audit,
                          Compensation  and Governance  committees and for
                          failure  to  establish  a  majority  independent
                          board. We recommend that  shareholders  WITHHOLD
                          votes  from  Randolph  D.  Lerner  and  Bruce L.
                          Hammonds  for  failure to  establish  a majority
                          independent board.
                 1.2   Elect Director Benjamin R.
                       Civiletti --- Withhold
                 1.3   Elect Director Bruce L. Hammonds
                       --- Withhold
                 1.4   Elect Director William L. Jews ---
                       For
                 1.5   Elect Director Randolph D. Lerner
                       --- Withhold
                 1.6   Elect Director Stuart L. Markowitz
                       --- For
                 1.7   Elect Director William B. Milstead
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          In the wake of financial  reporting problems and
                          excessive  executive  compensation  at companies
                          like  Enron  Corp.,   Worldcom  Inc.,  and  Tyco
                          International  Ltd.,  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.  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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          We  believe  that  MBNA is  moving  in the right
                          direction as evidenced by the recent  changes in
                          the   company   such   as   reducing   executive
                          compensation  and  changing the  composition  of
                          the board.  However,  we believe  that the board
                          of  directors  should  be  an  independent  body
                          capable  of  providing  objective  oversight  of
                          management and the company's overall  direction.
                          This goal can best be  achieved  when  directors
                          are  independent of the CEO and have no personal
                          interest in the company  arising from salary,  a
                          consulting  agreement,  or any other significant
                          business arrangement.


04/21/04 - A     MEDCO Health Solutions Inc       58405U102                          03/10/04            54,016
                 *MHS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Merck & Co., Inc. *MRK*          589331107                          02/24/04            77,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 5     Develop Ethical Criteria for Patent   Against    Against                ShrHoldr
                       Extension
                 6     Link Executive Compensation to        Against    Abstain                ShrHoldr
                       Social Issues
                 7     Report on Political Contributions     Against    Against                ShrHoldr
                 8     Report on Operational Impact of       Against    Abstain                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/23/04 - A     Merrill Lynch & Co., Inc.        590188108                          02/24/04               600
                 *MER*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/27/04 - A     Metlife, Inc *MET*               59156R108                          03/01/04           101,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Curtis H. Barnette
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Harry  P.
                          Kamen and John C.  Danforth.  We recommend  that
                          shareholders  WITHHOLD votes from Harry P. Kamen
                          and John C.  Danforth for standing as affiliated
                          outsiders on the Nominating Committee.
                 1.2   Elect Director John C. Danforth ---
                       Withhold
                 1.3   Elect Director Burton A. Dole, Jr.
                       --- For
                 1.4   Elect Director Harry P. Kamen ---
                       Withhold
                 1.5   Elect Director Charles M. Leighton
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Limit Executive Compensation          Against    Against                ShrHoldr


04/20/04 - A     Morgan Stanley *MWD*             617446448                          02/20/04           158,350
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/27/04 - A     Nextel Communications, Inc.      65332V103                          04/02/04           123,800
                 *NXTL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


06/22/04 - A     Nordstrom, Inc. *JWN*            655664100                          03/17/04            21,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Norfolk Southern Corp. *NSC*     655844108                          03/05/04           198,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     North Fork Bancorporation,       659424105                          03/01/04            49,600
                 Inc. *NFB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Northern Trust Corp. *NTRS*      665859104                          03/01/04            56,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Duane L. Burnham ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Robert  A.
                          Helman. We recommend that shareholders  WITHHOLD
                          votes from Robert A.  Helman for  standing as an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Dolores E. Cross ---
                       For
                 1.3   Elect Director Susan Crown --- For
                 1.4   Elect Director Robert S. Hamada ---
                       For
                 1.5   Elect Director Robert A. Helman ---
                       Withhold
                 1.6   Elect Director Dipak C. Jain --- For
                 1.7   Elect Director Arthur L. Kelly ---
                       For
                 1.8   Elect Director Robert C. Mccormack
                       --- For
                 1.9   Elect Director Edward J. Mooney ---
                       For
                 1.10  Elect Director William A. Osborn
                       --- For
                 1.11  Elect Director John W. Rowe --- For
                 1.12  Elect Director Harold B. Smith ---
                       For
                 1.13  Elect Director William D. Smithburg
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Northrop Grumman Corp. *NOC*     666807102                          03/22/04            35,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr


04/22/04 - A     Pfizer Inc. *PFE*                717081103                          02/27/04           757,675
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Report on Operational Impact of       Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                 5     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Establish Term Limits for Directors   Against    Against                ShrHoldr
                 8     Report on Drug Pricing                Against    Against                ShrHoldr
                 9     Limit Awards to Executives            Against    Against                ShrHoldr
                 10    Amend Animal Testing Policy           Against    Against                ShrHoldr


05/13/04 - A     Providian Financial Corp.        74406A102                          03/15/04           187,800
                 *PVN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Rowan Companies, Inc. *RDC*      779382100                          03/01/04            62,300
                 1     Elect Directors                       For        For                    Mgmt


04/30/04 - A     SBC Communications Inc. *SBC*    78387G103                          03/02/04           257,832
                 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        Against                Mgmt
                          This proposal would declassify the board.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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.


04/14/04 - A     Schlumberger Ltd. *SLB*          806857108                          02/25/04            65,000
                       Meeting for Holders of ADRs
                 1     Elect Directors                       For        For                    Mgmt
                 2     ADOPTION AND APPROVAL OF FINANCIALS   For        For                    Mgmt
                       AND DIVIDENDS
                 3     APPROVAL OF ADOPTION OF THE 2004      For        For                    Mgmt
                       STOCK AND DEFERRAL PLAN FOR
                       NON-EMPLOYEE DIRECTORS
                 4     APPROVAL OF AUDITORS                  For        For                    Mgmt


04/20/04 - A     Smith International, Inc.        832110100                          02/27/04            34,800
                 *SII*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James R. Gibbs ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Jerry W. Neely.  We recommend  that
                          shareholders  WITHHOLD votes from Jerry W. Neely
                          for  standing as an  affiliated  outsider on the
                          Audit and on the Compensation committees.
                 1.2   Elect Director Jerry W. Neely ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     St. Jude Medical, Inc. *STJ*     790849103                          03/15/04            33,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael A. Rocca ---
                       For
                 1.2   Elect Director David A. Thompson
                       --- For
                 1.3   Elect Director Stefan K.
                       Widensohler --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Increase Authorized Common Stock      For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal    is    unduly    restrictive.     The
                          Compensation     Committee    and     Management
                          Development   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.


05/07/04 - A     Starwood Hotels & Resorts        85590A203                          03/19/04            98,500
                 Worldwide, Inc. *HOT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     For        Against                Mgmt


04/21/04 - A     State Street Corp. (Boston)      857477103                          02/27/04           114,700
                 *STT*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Kennett Burnes ---
                       For
                 1.2   Elect Director David Gruber --- For
                 1.3   Elect Director Linda Hill --- For
                 1.4   Elect Director Charles Lamantia ---
                       For
                 1.5   Elect Director Robert Weissman ---
                       For
                 2     Exempt Board of Directors from        Against    Against                ShrHoldr
                       Massachusetts General Laws, Chapter
                       156B, Section 50A(a)
                          Proposal would declassify the board.


04/15/04 - A     Texas Instruments Inc. *TXN*     882508104                          02/17/04           166,984
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James R. Adams ---
                       For
                 1.2   Elect Director David L. Boren ---
                       For
                 1.3   Elect Director Daniel A. Carp ---
                       For
                 1.4   Elect Director Thomas J. Engibous
                       --- For
                 1.5   Elect Director Gerald W.
                       Fronterhouse --- For
                 1.6   Elect Director David R. Goode ---
                       For
                 1.7   Elect Director Wayne R. Sanders ---
                       For
                 1.8   Elect Director Ruth J. Simmons ---
                       For
                 1.9   Elect Director Richard K. Templeton
                       --- For
                 1.10  Elect Director Christine Todd
                       Whitman --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/17/04 - A     The Charles Schwab Corp. *SCH*   808513105                          03/18/04           146,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/16/04 - A     The Progressive Corp. *PGR*      743315103                          02/18/04            62,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles to Issue Shares        For        For                    Mgmt
                       without Issuing Physical
                       Certificates
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Tiffany & Co. *TIF*              886547108                          03/25/04           178,124
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Tribune Co. *TRB*                896047107                          03/17/04            79,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeffrey Chandler ---
                       For
                 1.2   Elect Director William A. Osborn
                       --- For
                 1.3   Elect Director Kathryn C. Turner
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 12.74  percent is above the allowable cap for
                          this company of 6.63 percent.


04/14/04 - A     United Technologies Corp.        913017109                          02/17/04            66,600
                 *UTX*
                 1     Elect Directors                       For        For                    Mgmt
                 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    Against                ShrHoldr


04/28/04 - A     Verizon Communications *VZ*      92343V104                          03/01/04           198,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Require Majority of Independent       Against    Against                ShrHoldr
                       Directors on Board
                          Because  the  company   already   satisfies  our
                          guidelines  on  independence   and  has  already
                          established  a formal  independence  policy that
                          goes  above  and  beyond  our  requirements,  we
                          believe  that  this  proposal  does not  warrant
                          shareholder support.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    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.
                 7     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          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
                          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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          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
                          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.


06/04/04 - A     Wal-Mart Stores, Inc. *WMT*      931142103                          04/05/04           435,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James W. Breyer ---
                       For
                 1.2   Elect Director M. Michele Burns ---
                       For
                 1.3   Elect Director Thomas M. Coughlin
                       --- For
                 1.4   Elect Director David D. Glass ---
                       For
                 1.5   Elect Director Roland A. Hernandez
                       --- For
                 1.6   Elect Director Dawn G. Lepore ---
                       For
                 1.7   Elect Director John D. Opie --- For
                 1.8   Elect Director J. Paul Reason ---
                       For
                 1.9   Elect Director H. Lee Scott, Jr.
                       --- For
                 1.10  Elect Director Jack C. Shewmaker
                       --- For
                 1.11  Elect Director Jose H. Villarreal
                       --- For
                 1.12  Elect Director John T. Walton ---
                       For
                 1.13  Elect Director S. Robson Walton ---
                       For
                 1.14  Elect Director Christopher J.
                       Williams --- For
                 2     Approve Stock Option Plan             For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 7     Prepare Sustainability Report         Against    Against                ShrHoldr
                 8     Report on Stock Option Distribution   Against    Abstain                ShrHoldr
                       by Race and Gender
                 9     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)
                 10    Prepare Diversity Report              Against    Abstain                ShrHoldr
                 11    Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          We  acknowledge  the tax  benefits  arising from
                          deferring   executive   compensation.   However,
                          paying  above-market  interest rates on deferred
                          compensation  is not "best practice" and results
                          in  an  additional   expense  to   shareholders.
                          According to an Executive  Benefits Survey (2003
                          Results)  published  by Clark  Consulting,  only
                          seven   percent   of   the   227   participating
                          companies  provided  a bonus  rate  above  their
                          base earnings  rate. In addition,  the increment
                          formula for long term  participating in the plan
                          is  unique  and  quite   generous.   We  believe
                          shareholders   may   benefit   from  having  the
                          opportunity  to make their own evaluation of the
                          deferred compensation packages,  especially when
                          such plans contain unique  features  beyond best
                          practice.


05/17/04 - A     Watson Pharmaceuticals, Inc.     942683103                          03/19/04            43,200
                 *WPI*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Allen Chao, Ph.D.
                       --- For
                 1.2   Elect Director Michel J. Feldman
                       --- For
                 1.3   Elect Director Fred G. Weiss --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Review Executive Compensation         Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal is unduly  restrictive.  The  company's
                          independent  Compensation  Committee 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.


06/28/04 - S     WellPoint Health Networks Inc.   94973H108                          05/10/04            90,300
                 *WLP*
                 1     Approve Merger Agreement              For        For                    Mgmt


04/27/04 - A     Wells Fargo & Company *WFC*      949746101                          03/09/04           167,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J.A. Blanchard III
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of affiliated  outsiders  Michael W.
                          Wright,  Judith M. Runstad,  and Donald B. Rice.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Judith  M.  Runstad  for  standing  as  an
                          affiliated  outsider  on  the  Audit  Committee,
                          Michael  W.   Wright  and  Donald  B.  Rice  for
                          standing as  affiliated  outsiders  on the Human
                          Resources    and    Governance    &   Nominating
                          committees.
                 1.2   Elect Director Susan E. Engel ---
                       For
                 1.3   Elect Director Enrique Hernandez,
                       Jr. --- For
                 1.4   Elect Director Robert L. Joss ---
                       For
                 1.5   Elect Director Reatha Clark King
                       --- For
                 1.6   Elect Director Richard M.
                       Kovacevich --- For
                 1.7   Elect Director Richard D. McCormick
                       --- For
                 1.8   Elect Director Cynthia H. Milligan
                       --- For
                 1.9   Elect Director Philip J. Quigley
                       --- For
                 1.10  Elect Director Donald B. Rice ---
                       Withhold
                 1.11  Elect Director Judith M. Runstad
                       --- Withhold
                 1.12  Elect Director Stephen W. Sanger
                       --- For
                 1.13  Elect Director Susan G. Swenson ---
                       For
                 1.14  Elect Director Michael W. Wright
                       --- Withhold
                 2     Approve Retirement Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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  other
                          forms of  compensation  to  better  reflect  the
                          company's  true earnings and provide  additional
                          discipline  against  overuse.   Moreover,   this
                          proposal   received  majority  support  at  last
                          year's meeting.
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Link Executive Compensation to        Against    Against                ShrHoldr
                       Social Issues
                 7     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities







                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT LARGE CAP INDEX FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                    Security    Rec        Cast        Date                 Voted
- ---------------- -------------------------------- ----------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

07/15/03 - S     Andrew Corp. *ANDW*              034425108                          05/27/03               300
                 1     Issue Shares in Connection with an     For        For
                       Acquisition
                 2     Authorize New Class of Preferred       For        For
                       Stock
                 3     Approve Increase in Size of Board      For        For
                 4     Adjourn Meeting                        For        Against


08/27/03 - A     Applied Micro Circuits Corp.     03822W109                          07/01/03             1,100
                 *AMCC*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director David M. Rickey ---
                       For
                 1.2   Elect Director Roger A. Smullen, Sr.
                       --- For
                 1.3   Elect Director Cesar Cesaratto ---
                       For
                 1.4   Elect Director Franklin P. Johnson,
                       Jr. --- For
                 1.5   Elect Director Kevin N. Kalkhoven
                       --- Withhold
                          WITHHOLD  votes from Kevin N.  Kalkhoven for poor
                          attendance.
                 1.6   Elect Director L. Wayne Price --- For
                 1.7   Elect Director Douglas C. Spreng ---
                       For
                 1.8   Elect Director Arthur B. Stabenow
                       --- For
                 1.9   Elect Director Harvey P. White ---
                       For
                 2     Ratify Auditors                        For        For


09/27/03 - A     Biomet, Inc. *BMET*              090613100                          08/07/03               975
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


08/21/03 - A     BMC Software, Inc. *BMC*         055921100                          07/03/03               800
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/17/03 - A     Centex Corp. *CTX*               152312104                          05/29/03               200
                 1     Elect Directors                        For        For
                 2     Approve Executive Incentive Bonus      For        For
                       Plan
                 3     Approve Omnibus Stock Plan             For        Against
                 4     Ratify Auditors                        For        For


08/27/03 - A     Computer Associates              204912109                          07/02/03             2,100
                 International, Inc. *CA*
                 1     Elect Directors                        For        For
                 2     Approve Non-Employee Director          For        For
                       Omnibus Stock Plan
                 3     Ratify Auditors                        For        For


08/11/03 - A     Computer Sciences Corporation    205363104                          06/13/03               700
                 *CSC*
                 1     Elect Directors                        For        For


08/26/03 - A     Compuware Corp. *CPWR*           205638109                          07/01/03             1,300
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Dennis W. Archer ---
                       For
                 1.2   Elect Director Gurminder S. Bedi ---
                       For
                 1.3   Elect Director Elizabeth A. Chappell
                       --- For
                 1.4   Elect Director Elaine K. Didier ---
                       For
                 1.5   Elect Director William O. Grabe ---
                       For
                 1.6   Elect Director William R. Halling
                       --- For
                 1.7   Elect Director Peter Karmanos, Jr.
                       --- For
                 1.8   Elect Director Faye Alexander Nelson
                       --- For
                 1.9   Elect Director Glenda D. Price ---
                       For
                 1.10  Elect Director W. James Prowse ---
                       Withhold
                          WITHHOLD  votes  for  standing  as an  affiliated
                          outisider on the Audit and  Nominating/Governance
                          committees.
                 1.11  Elect Director G. Scott Romney ---
                       For
                 1.12  Elect Director Lowell P. Weicker,
                       Jr. --- For


09/25/03 - A     Conagra Foods Inc. *CAG*         205887102                          07/31/03             1,900
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For
                       Shareholder Proposals
                 4     Genetically Modified Organisms (GMO)   Against    Against
                 5     Modify Current and Future Stock        Against    Against
                       Option Plans
                 6     Submit Shareholder Rights Plan         Against    For
                       (Poison Pill) to Shareholder Vote


09/16/03 - A     Cummins , Inc. *CUM*             231021106                          08/06/03               200
                 1     Elect Directors                        For        For
                 1.1   Elect Director Robert J. Darnall ---
                       For
                 1.2   Elect Director John M. Deutch --- For
                 1.3   Elect Director Walter Y. Elisha ---
                       For
                 1.4   Elect Director Alexis M. Herman ---
                       For
                 1.5   Elect Director William I. Miller ---
                       For
                 1.6   Elect Director William D.
                       Ruckelshaus --- For
                 1.7   Elect Director Theodore M. Solso ---
                       For
                 1.8   Elect Director Franklin A. Thomas
                       --- For
                 1.9   Elect Director J. Lawrence Wilson
                       --- For
                 2     Ratify Auditors                        For        For
                 3     Approve Omnibus Stock Plan             For        For


09/25/03 - A     Darden Restaurants, Inc. *DRI*   237194105                          07/28/03               600
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/18/03 - A     Dell Inc. *DELL*                 247025109                          05/23/03             9,400
                 1     Elect Directors                        For        For
                 2     Declassify the Board of Directors      For        Against
                 3     Change Company Name                    For        For
                 4     Approve Executive Incentive Bonus      For        For
                       Plan


07/31/03 - A     Electronic Arts, Inc. *ERTS*     285512109                          06/04/03               500
                 1     Elect Directors                        For        For
                 1.1   Elect Director M. Richard Asher ---
                       For
                          We recommend a vote FOR the directors.
                 1.2   Elect Director William J. Byron ---
                       For
                 1.3   Elect Director Leonard S. Coleman
                       --- For
                 1.4   Elect Director Gary M. Kusin --- For
                 1.5   Elect Director Gregory B. Maffei ---
                       For
                 1.6   Elect Director Timothy Mott --- For
                 1.7   Elect Director Lawrence F. Probst
                       III --- For
                 1.8   Elect Director Linda J. Srere --- For
                 2     Amend Omnibus Stock Plan               For        For
                 3     Amend Employee Stock Purchase Plan     For        For
                 4     Ratify Auditors                        For        For


09/29/03 - A     FedEx Corporation *FDX*          31428X106                          08/04/03             1,100
                 1     Elect Directors                        For        Split
                 1.1   Elect Director August A. Busch IV
                       --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of George J.  Mitchell.  We  recommend
                          that  shareholders  WITHHOLD votes from George J.
                          Mitchell for standing as an  affiliated  outsider
                          on the Compensation and Nominating Committees.
                 1.2   Elect Director John A. Edwardson ---
                       For
                 1.3   Elect Director George J. Mitchell
                       --- Withhold
                 1.4   Elect Director Joshua I. Smith ---
                       For
                 2     Approve Omnibus Stock Plan             For        For
                 3     Ratify Auditors                        For        For
                       Shareholder Proposal
                 4     Declassify the Board of Directors      Against    Against


08/11/03 - A     Forest Laboratories, Inc.        345838106                          06/20/03             1,300
                 *FRX*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Howard Solomon ---
                       Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  Phillip  M.  Satow,   Kenneth  E.
                          Goodman,  and Howard  Solomon.  We recommend that
                          shareholders   WITHHOLD  votes  from  Phillip  M.
                          Satow for standing as an  affiliated  outsider on
                          the  Audit   Committee   and  Phillip  M.  Satow,
                          Kenneth  E.  Goodman,   and  Howard  Solomon  for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2   Elect Director William J. Candee,
                       III --- For
                 1.3   Elect Director George S. Cohan ---
                       For
                 1.4   Elect Director Dan L. Goldwasser ---
                       For
                 1.5   Elect Director Lester B. Salans,
                       M.D. --- For
                 1.6   Elect Director Kenneth E. Goodman
                       --- Withhold
                 1.7   Elect Director Phillip M. Satow ---
                       Withhold
                 2     Increase Authorized Common Stock       For        Against
                 3     Ratify Auditors                        For        For


09/22/03 - A     General Mills, Inc. *GIS*        370334104                          07/24/03             1,400
                 1     Elect Directors                        For        For
                 1.1   Elect Director Stephen R. Demeritt
                       --- For
                 1.2   Elect Director Livio D. DeSimone ---
                       For
                 1.3   Elect Director William T. Esrey ---
                       For
                 1.4   Elect Director Raymond V. Gilmartin
                       --- For
                 1.5   Elect Director Judith Richards Hope
                       --- For
                 1.6   Elect Director Robert L. Johnson ---
                       For
                 1.7   Elect Director John M. Keenan --- For
                 1.8   Elect Director Heidi G. Miller ---
                       For
                 1.9   Elect Director Hilda
                       Ochoa-Brillembourg --- For
                 1.10  Elect Director Stephen W. Sanger ---
                       For
                 1.11  Elect Director A. Michael Spence ---
                       For
                 1.12  Elect Director Dorothy A. Terrell
                       --- For
                 1.13  Elect Director Raymond G. Viault ---
                       For
                 1.14  Elect Director Paul S. Walsh --- For
                 2     Ratify Auditors                        For        For
                 3     Approve Omnibus Stock Plan             For        For


09/10/03 - A     H&R Block, Inc. *HRB*            093671105                          07/08/03               700
                 1     Elect Directors                        For        For
                 1.1   Elect Director G. Kenneth Baum ---
                       For
                 1.2   Elect Director Henry F. Frigon ---
                       For
                 1.3   Elect Director Roger W. Hale --- For
                 2     Amend Omnibus Stock Plan               For        For
                 3     Ratify Auditors                        For        For


09/12/03 - A     H. J. Heinz Co. *HNZ*            423074103                          07/18/03             1,300
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/25/03 - PC    Hercules Inc. *HPC*              427056106                          06/06/03               300
                       Dissident Proxy (WHITE CARD)
                 1     Elect Directors (Opposition Slate)     For        DoNotVote
                 2     Ratify Auditors                        None       DoNotVote
                 3     Approve Non-Employee Director          Against    DoNotVote
                       Omnibus Stock Plan
                       Shareholder Proposals
                 4     Redemption of the company's Rights     For        DoNotVote
                       Agreement
                 5     Amend Articles to reinstate the        For        DoNotVote
                       rights of the shareholders -- Call
                       Special Meetings and Act by Written
                       Consent
                       Management Proxy (GOLD CARD)
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For
                 3     Approve Non-Employee Director          For        For
                       Omnibus Stock Plan
                       Shareholder Proposals
                 4     Redemption of the company's Rights     Against    For
                       Agreement
                 5     Amend Articles to reinstate the        Against    For
                       rights of the shareholders -- Call
                       Special Meetings and Act by Written
                       Consent


07/30/03 - A     McKesson Corp. *MCK*             58155Q103                          06/03/03             1,000
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For
                       Shareholder Proposal
                 3     Submit Severance Agreement             Against    For
                       (Change-in-Control) to Shareholder
                       Vote


08/28/03 - A     Medtronic, Inc. *MDT*            585055106                          07/03/03             4,500
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Richard H. Anderson
                       --- For
                 1.2   Elect Director Michael R. Bonsignore
                       --- For
                 1.3   Elect Director Gordon M. Sprenger
                       --- Withhold
                 2     Ratify Auditors                        For        For
                 3     Approve Omnibus Stock Plan             For        For
                 4     Approve Executive Incentive Bonus      For        For
                       Plan


09/26/03 - A     National Semiconductor Corp.     637640103                          08/14/03               600
                 *NSM*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Brian L. Halla --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of Gary P. Arnold.  We recommend  that
                          shareholders  WITHHOLD  votes from Gary P. Arnold
                          for  standing  as an  affiliated  outsider on the
                          Audit and Nominating Committees.
                 1.2   Elect Director Steven R. Appleton
                       --- For
                 1.3   Elect Director Gary P. Arnold ---
                       Withhold
                 1.4   Elect Director Richard J. Danzig ---
                       For
                 1.5   Elect Director Robert J. Frankenberg
                       --- For
                 1.6   Elect Director E. Floyd Kvamme ---
                       For
                 1.7   Elect Director Modesto A. Maidique
                       --- For
                 1.8   Elect Director Edward R. Mccracken
                       --- For
                 2     Ratify Auditors                        For        For
                 3     Approve Employee Stock Purchase Plan   For        For


09/02/03 - A     Network Appliance, Inc. *NTAP*   64120L104                          07/07/03             1,200
                 1     Elect Directors                        For        For
                 1.1   Elect Director Daniel J. Warmenhoven
                       --- For
                 1.2   Elect Director Donald T. Valentine
                       --- For
                 1.3   Elect Director Sanjiv Ahuja --- For
                 1.4   Elect Director Carol A. Bartz --- For
                 1.5   Elect Director Michael R. Hallman
                       --- For
                 1.6   Elect Director Nicholas G. Moore ---
                       For
                 1.7   Elect Director Dr. Sachio Semmoto
                       --- For
                 1.8   Elect Director Robert T. Wall --- For
                 2     Amend Omnibus Stock Plan               For        Against
                 3     Amend Employee Stock Purchase Plan     For        For
                 4     Ratify Auditors                        For        For
                 5     Other Business                         For        Against


09/22/03 - A     Nike, Inc. *NKE*                 654106103                          07/25/03             1,000
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Thomas E. Clarke as
                       Class A Director --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions of John R.  Thompson,  Jr. and Richard
                          K.  Donahue.   We  recommend  that   shareholders
                          WITHHOLD  votes  from John R.  Thompson,  Jr. for
                          poor   attendance  and  Richard  K.  Donahue  for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director Ralph D. DeNunzio as
                       Class A Director --- For
                 1.3   Elect Director Richard K. Donahue as
                       Class A Director --- Withhold
                 1.4   Elect Director Delbert J. Hayes as
                       Class A Director --- For
                 1.5   Elect Director Douglas G. Houser as
                       Class A Director --- For
                 1.6   Elect Director Jeanne P. Jackson as
                       Class A Director --- For
                 1.7   Elect Director Philip H. Knight as
                       Class A Director --- For
                 1.8   Elect Director Charles W. Robinson
                       as Class A Director --- For
                 1.9   Elect Director John R. Thompson, Jr.
                       as Class A Director --- Withhold
                 1.10  Elect Director Jill K. Conway as
                       Class B Director --- For
                 1.11  Elect Director Alan B. Graf, Jr. as
                       Class B Director --- For
                 1.12  Elect Director John E. Jaqua as
                       Class B Director --- For
                 1.13  Elect Director A. Michael Spence as
                       Class B Director --- For
                 2     Amend Omnibus Stock Plan               For        Against
                 3     Ratify Auditors                        For        For


07/10/03 - A     Nvidia Corporation *NVDA*        67066G104                          05/15/03               500
                 1     Elect Directors                        For        For
                 1.1   Elect Director Tench Coxe --- For
                          We recommend a vote FOR the directors.
                 1.2   Elect Director Mark A. Stevens ---
                       For
                 2     Ratify Auditors                        For        For


08/26/03 - A     QLogic Corp. *QLGC*              747277101                          07/01/03               400
                 1     Elect Directors                        For        For
                 1.1   Elect Director H.K. Desai --- For
                 1.2   Elect Director Larry R. Carter ---
                       For
                 1.3   Elect Director James R. Fiebiger ---
                       For
                 1.4   Elect Director Balakrishnan S. Iyer
                       --- For
                 1.5   Elect Director Carol L. Miltner ---
                       For
                 1.6   Elect Director George D. Wells ---
                       For
                 2     Amend Omnibus Stock Plan               For        For
                 3     Ratify Auditors                        For        For


09/25/03 - S     Quintiles Transnational Corp.    748767100                          08/19/03               400
                 *QTRN*
                 1     Approve Merger Agreement               For        For
                 2     Adjourn Meeting                        For        Against


08/21/03 - A     Symantec Corp. *SYMC*            871503108                          07/08/03               500
                 1     Elect Directors                        For        For
                 2     Increase Authorized Common Stock       For        For
                 3     Amend Stock Option Plan                For        Against
                 4     Approve Executive Incentive Bonus      For        For
                       Plan
                 5     Ratify Auditors                        For        For


09/25/03 - A     Tektronix, Inc. *TEK*            879131100                          07/21/03               300
                 1     Elect Directors                        For        For
                       Shareholder Proposal
                 2     Refrain from Doing Business in China   Against    Against


07/23/03 - A     Tenet Healthcare Corp. *THC*     88033G100                          06/02/03             1,700
                 1     Elect Directors                        For        For
                 2     Declassify the Board of Directors      For        Against
                 3     Ratify Auditors                        For        For
                       Shareholder Proposal
                 4     Require Majority of Independent        Against    Against
                       Directors on Board


09/25/03 - A     Worthington Industries Inc.      981811102                          08/01/03               300
                 *WOR*
                 1     Elect Directors                        For        For
                 1.1   Elect Director John B. Blystone ---
                       For
                 1.2   Elect Director James G. Brocksmith,
                       Jr. --- For
                 1.3   Elect Director William S. Dietrich,
                       II --- For
                 1.4   Elect Director Sidney A. Ribeau ---
                       For
                 2     Amend Non-Employee Director Stock      For        For
                       Option Plan
                 3     Approve Stock Option Plan              For        For
                 4     Amend Omnibus Stock Plan               For        For
                 5     Ratify Auditors                        For        For


08/07/03 - A     Xilinx, Inc. *XLNX*              983919101                          06/09/03             1,200
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/22/03 - S     Zimmer Holdings Inc *ZMH*        98956P102                          06/16/03               740
                 1     Issue Shares in Connection with an     For        For
                       Acquisition




                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT LARGE CAP INDEX FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

11/14/03 - A     Allegheny Energy, Inc. *AYE*      017361106                         09/29/03               400
                 1      Elect Directors                       For        Split
                 1.1    Elect Director H. Furlong Baldwin
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of Gunnar  E.  Sarsten.  We  recommend
                          that   shareholders   WITHHOLD   votes  from  Mr.
                          Sarsten for failure to implement the  shareholder
                          proposals to declassify the board.
                 1.2    Elect Director Julia L. Johnson ---
                        For
                 1.3    Elect Director Gunnar E. Sarsten
                        --- Withhold
                 2      Ratify Auditors                       For        For
                        Shareholder Proposals
                 3      Submit Shareholder Rights Plan        Against    Against
                        (Poison Pill) to Shareholder Vote
                 4      Performance- Based/Indexed Options    Against    Against
                 5      Performance- Based/Indexed Options    Against    Against
                 6      Expense Stock Options                 Against    For
                 7      Separate Chairman and CEO Positions   Against    Against
                 8      Adopt Simple Majority Vote            Against    For
                        Requirement
                 9      Declassify the Board of Directors     Against    Against
                 10     Prohibit Auditor from Providing       Against    Against
                        Non-Audit Services
                 11     Reincorporate in Another State from   Against    For
                        Maryland to Delaware


12/18/03 - S     Allied Waste Industries, Inc.     019589308                         11/03/03               800
                 *AW*
                 1      Approve Conversion of Securities      For        For


12/18/03 - S     Apache Corp. *APA*                037411105                         10/29/03               661
                 1      Increase Authorized Common Stock      For        For


10/16/03 - A     Applera Corp *ABI*                038020103                         08/27/03               700
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Richard H. Ayers ---
                        For
                 1.2    Elect Director Jean-Luc Belingard
                        --- For
                 1.3    Elect Director Robert H. Hayes ---
                        For
                 1.4    Elect Director Arnold J. Levine ---
                        Withhold
                          Vote  FOR the  directors  with the  exception  of
                          Arnold  J.  Levine  from whom we  recommend  that
                          shareholders  WITHHOLD  votes for  standing as an
                          affiliated   outsider  on  the  Compensation  and
                          Nominating committees.
                 1.5    Elect Director William H. Longfield
                        --- For
                 1.6    Elect Director Theodore E. Martin
                        --- For
                 1.7    Elect Director Carolyn W. Slayman
                        --- For
                 1.8    Elect Director Orin R. Smith --- For
                 1.9    Elect Director James R. Tobin ---
                        For
                 1.10   Elect Director Tony L. White --- For
                 2      Ratify Auditors                       For        For


11/06/03 - A     Archer-Daniels-Midland Company    039483102                         09/12/03             2,396
                 *ADM*
                 1      Elect Directors                       For        For


11/11/03 - A     Automatic Data Processing, Inc.   053015103                         09/12/03             2,300
                 *ADP*
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Approve Outside Director Stock        For        For
                        Awards in Lieu of Cash
                 5      Ratify Auditors                       For        For


12/11/03 - A     AutoZone, Inc. *AZO*              053332102                         10/14/03               400
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/12/03 - S     Biogen, Inc.                      090597105                         09/25/03               600
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


12/09/03 - S     Boise Cascade Corp. *BCC*         097383103                         11/03/03               400
                 1      Approve Merger Agreement              For        Against
                 2      Approve Omnibus Stock Plan            For        Against


10/06/03 - S     Boston Scientific Corp. *BSX*     101137107                         08/27/03             1,600
                 1      Increase Authorized Common Stock      For        For


11/21/03 - A     Campbell Soup Co. *CPB*           134429109                         09/23/03             1,600
                 1      Elect Directors                       For        For
                 1.1    Elect Director Edmund M. Carpenter
                        --- For
                 1.2    Elect Director Douglas R. Conant
                        --- For
                 1.3    Elect Director Paul R. Charron ---
                        For
                 1.4    Elect Director Bennett Dorrance ---
                        For
                 1.5    Elect Director Kent B. Foster ---
                        For
                 1.6    Elect Director Harvey Golub --- For
                 1.7    Elect Director Randall W. Larrimore
                        --- For
                 1.8    Elect Director Philip E. Lippincott
                        --- For
                 1.9    Elect Director Mary Alice D. Malone
                        --- For
                 1.10   Elect Director David C. Patterson
                        --- For
                 1.11   Elect Director Charles R. Perrin
                        --- For
                 1.12   Elect Director George M. Sherman
                        --- For
                 1.13   Elect Director Donald M. Stewart
                        --- For
                 1.14   Elect Director George Strawbridge,
                        Jr. --- For
                 1.15   Elect Director Les C. Vinney --- For
                 1.16   Elect Director Charlotte C. Weber
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For


11/05/03 - A     Cardinal Health, Inc. *CAH*       14149Y108                         09/08/03             1,700
                 1      Elect Directors                       For        For


10/14/03 - A     Cintas Corp. *CTAS*               172908105                         08/18/03               600
                 1      Fix Number of Directors               For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director Richard T. Farmer
                        --- Withhold
                          WITHHOLD   votes  from   Richard  T.  Farmer  for
                          standing   as  an  insider   on  the   Nominating
                          Committee,  Roger  L.  Howe  for  standing  as an
                          affiliated   outsider  on  the  Audit  Committee,
                          Compensation,  and Nominating  Committees,  David
                          C.   Phillips  for  standing  as  an   affiliated
                          outsider on the Nominating  Committee,  and Audit
                          Committee   members  Roger  L.  Howe,  Robert  J.
                          Herbold,  Gerald V.  Dirvin,  and Paul R.  Carter
                          for paying excessive non-audit fees.
                 2.2    Elect Director Robert J. Kohlhepp
                        --- For
                 2.3    Elect Director Scott D. Farmer ---
                        For
                 2.4    Elect Director Paul R. Carter ---
                        Withhold
                 2.5    Elect Director Gerald V. Dirvin ---
                        Withhold
                 2.6    Elect Director Robert J. Herbold
                        --- Withhold
                 2.7    Elect Director Roger L. Howe ---
                        Withhold
                 2.8    Elect Director David C. Phillips
                        --- Withhold
                 3      Approve Non-Employee Director Stock   For        For
                        Option Plan
                        Shareholder Proposals
                 4      Expense Stock Options                 Against    For
                          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.
                 5      Establish a Nominating Committee of   Against    For
                        Independent Directors
                          An  independent  nominating  committee is one way
                          to  assure  that  shareholder  interests  will be
                          adequately   represented   by  a  board  that  is
                          independent  of management and that does not have
                          an interest in the company  that differs from the
                          interests of other shareholders.
                 6      Require Majority of Independent       Against    For
                        Directors on Board
                          An  independent  board is one way to assure  that
                          shareholder    interests   will   be   adequately
                          represented  by a board  that is  independent  of
                          management  and that does not have an interest in
                          the company that  differs  from the  interests of
                          other shareholders.
                 7      Report on Code of Conduct             Against    Against


11/11/03 - A     Cisco Systems, Inc. *CSCO*        17275R102                         09/12/03            27,100
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposals
                 4      Report on Company Products Used by    Against    Against
                        the Government to Monitor the
                        Internet
                 5      Report on Pay Disparity               Against    Against


12/16/03 - A     Comverse Technology, Inc.         205862402                         10/28/03               800
                 *CMVT*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Approve Executive Incentive Bonus     For        For
                        Plan
                 4      Ratify Auditors                       For        For


10/28/03 - S     Concord EFS, Inc. *CE*            206197105                         09/08/03             1,800
                 1      Approve Merger Agreement              For        For


10/03/03 - S     Coors (Adolph) Company *RKY*      217016104                         08/25/03               100
                 1      Change State of Incorporation from    For        For
                        Colorado to Delaware
                 2      Adjourn Meeting                       For        Against


10/28/03 - S     First Data Corp. *FDC*            319963104                         09/08/03             2,800
                 1      Approve Merger Agreement              For        For


10/03/03 - WC    General Motors Corp. *GM*         370442105                         08/01/03             2,000
                 1      Amend Articles                        For        For
                 2      Amend Articles                        For        For
                 3      Approve Hughes Split-Off              For        For
                 4      Approve GM/News Stock Sale            For        For
                 5      Approve News Stock Acquisition        For        For
                 6      Amend Articles                        For        For


10/30/03 - A     Intuit, Inc. *INTU*               461202103                         09/02/03               800
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


11/06/03 - A     JDS Uniphase Corp. *JDSU*         46612J101                         09/15/03             5,500
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For


11/04/03 - A     King Pharmaceuticals Inc. *KG*    495582108                         09/05/03               833
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/05/03 - A     KLA-Tencor Corp. *KLAC*           482480100                         09/15/03               800
                 1.a    Elect Director H. Raymond Bingham     For        For
                 1.b    Elect Director Robert T. Bond         For        For
                 1.c    Elect Director Richard J. Elkus, Jr.  For        For
                 1.d    Elect Director Michael E. Marks       For        For
                 2      Ratify Auditors                       For        For


11/05/03 - A     Linear Technology Corp. *LLTC*    535678106                         09/08/03             1,200
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Robert H. Swanson,
                        Jr. --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of insider  Robert H.  Swanson,  Jr. We
                          recommend that  shareholders  WITHHOLD votes from
                          Robert H. Swanson,  Jr., for failure to establish
                          an independent nominating committee.
                 1.2    Elect Director David S. Lee --- For
                 1.3    Elect Director Leo T. McCarthy ---
                        For
                 1.4    Elect Director Richard M. Moley ---
                        For
                 1.5    Elect Director Thomas S. Volpe ---
                        For
                 2      Ratify Auditors                       For        For


11/13/03 - A     Maxim Integrated Products, Inc.   57772K101                         09/15/03             1,300
                 *MXIM*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director James R. Bergman ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  John  F.  Gifford,  from  whom  we
                          recommend   shareholders   WITHHOLD   votes   for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director John F. Gifford ---
                        Withhold
                 1.3    Elect Director B. Kipling Hagopian
                        --- For
                 1.4    Elect Director M. D. Sampels --- For
                 1.5    Elect Director A. R. Frank Wazzan
                        --- For
                 2      Amend Stock Option Plan               For        Against
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


12/10/03 - S     Mercury Interactive Corp.         589405109                         10/31/03               400
                 *MERQ*
                 1      Amend Stock Option Plan               For        Against
                 2      Amend Employee Stock Purchase Plan    For        For


11/10/03 - A     Meredith Corp. *MDP*              589433101                         09/11/03               200
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Herbert M. Baum ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  Frederick  B. Henry.  We recommend
                          that  shareholders  WITHHOLD votes from Frederick
                          B. Henry for poor attendance.
                 1.2    Elect Director Frederick B. Henry
                        --- Withhold
                 1.3    Elect Director William T. Kerr ---
                        For
                 1.4    Elect Director Nicholas L. Reding
                        --- For
                 2      Amend Director & Officer              For        For
                        Indemnification/Liability Provisions


11/21/03 - A     Micron Technology, Inc. *MU*      595112103                         09/22/03             2,300
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Stock Option Plan               For        For
                 4      Ratify Auditors                       For        For


11/11/03 - A     Microsoft Corp. *MSFT*            594918104                         09/12/03            41,600
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William H. Gates,
                        III --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of Jon A.  Shirley.  We recommend  that
                          shareholders  WITHHOLD  votes from Jon A. Shirley
                          for  standing  as an  affiliated  outsider on the
                          Audit Committee.
                 1.2    Elect Director Steven A. Ballmer
                        --- For
                 1.3    Elect Director James I. Cash, Jr.,
                        Ph.D. --- For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Ann McLaughlin
                        Korologos --- For
                 1.6    Elect Director David F. Marquardt
                        --- For
                 1.7    Elect Director Charles H. Noski ---
                        For
                 1.8    Elect Director Dr. Helmut Panke ---
                        For
                 1.9    Elect Director Wm. G. Reed, Jr. ---
                        For
                 1.10   Elect Director Jon A. Shirley ---
                        Withhold
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Non-Employee Director Stock     For        For
                        Option Plan
                        Shareholder Proposal
                 4      Refrain from Giving Charitable        Against    Against
                        Contributions


10/24/03 - A     Molex Incorporated *MOLX*         608554101                         08/29/03               700
                 1      Elect Directors                       For        For
                 1.1    Elect Director Fred L. Krehbiel ---
                        For
                 1.2    Elect Director Douglas K. Carnahan
                        --- For
                 1.3    Elect Director J. Joseph King ---
                        For
                 1.4    Elect Director Joe W. Laymon --- For
                 1.5    Elect Director Michelle L. Collins
                        --- For
                 2      Amend Stock Option Plan               For        For


10/13/03 - A     Oracle Corp. *ORCL*               68389X105                         08/21/03            19,700
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For
                 4      Amend Non-Employee Director Omnibus   For        For
                        Stock Plan
                        Shareholder Proposal
                 5      Implement China Principles            Against    Against


11/19/03 - A     Pall Corp. *PLL*                  696429307                         10/01/03               400
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Amend Restricted Stock Plan           For        For
                 4      Amend Employee Stock Purchase Plan    For        For


10/22/03 - A     Parker-Hannifin Corp. *PH*        701094104                         08/29/03               500
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For


10/02/03 - A     Paychex, Inc. *PAYX*              704326107                         08/04/03             1,400
                 1      Elect Directors                       For        Split
                 1.1    Elect Director B. Thomas Golisano
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Joseph  M.
                          Tucci,  J.  Robert  Sebo,  G.  Thomas  Clark  and
                          insider B. Thomas  Golisano.  We  recommend  that
                          shareholders   WITHHOLD   votes  from  G.  Thomas
                          Clark,  Joseph M. Tucci,  B. Thomas  Golisano and
                          J.  Robert  Sebo  for  failure  to  establish  an
                          independent   nominating   committee   and   from
                          G.Thomas  Clark  for  standing  as an  affiliated
                          outsider  on the Audit  Committee  and  Joseph M.
                          Tucci for standing as an  affiliated  outsider on
                          the Compensation committee.
                 1.2    Elect Director Betsy S. Atkins ---
                        For
                 1.3    Elect Director G. Thomas Clark ---
                        Withhold
                 1.4    Elect Director David J. S. Flaschen
                        --- For
                 1.5    Elect Director Phillip Horsley ---
                        For
                 1.6    Elect Director Grant M. Inman ---
                        For
                 1.7    Elect Director J. Robert Sebo ---
                        Withhold
                 1.8    Elect Director Joseph M. Tucci ---
                        Withhold


12/16/03 - A     Qwest Communications              749121109                         10/27/03             7,000
                 International Inc. *Q*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Philip F. Anschutz
                        --- Withhold
                          WITHHOLD   votes  from  Philip  F.  Anschutz  for
                          standing  as  an   affiliated   outsider  on  the
                          Compensation  & Human  Resources and Nominating &
                          Governance committees.
                 1.2    Elect Director Richard C. Notebaert
                        --- For
                 1.3    Elect Director Frank F. Popoff ---
                        For
                 2      Amend Employee Stock Purchase Plan    For        For
                        Shareholder Proposals
                 3      Exclude Pension Credits from Net      For        For
                        Income When Determining Executive
                        Compensation
                 4      Declassify the Board of Directors     For        Against
                 5      Submit Severance Agreement            For        For
                        (Change-in-Control) to Shareholder
                        Vote
                 6      Require Majority of Independent       Against    For
                        Directors on Board
                          An  independent  board is one way to assure  that
                          shareholder    interests   will   be   adequately
                          represented  by a board  that is  independent  of
                          management  and that does not have an interest in
                          the company that  differs  from the  interests of
                          other  shareholders.  Moreover,  this company has
                          affiliated  outsiders  on  its  compensation  and
                          nominating  committees.  As  such,  we  recommend
                          that shareholders support this item.
                 7      Performance- Based/Indexed Options    Against    Against
                 8      Performance- Based/Indexed Options    Against    For
                          We support  performance-based  compensation  as a
                          necessary  component  of  balanced   compensation
                          plans  for  senior  executives.  We also  believe
                          that a compensation  committee  composed entirely
                          of   independent   directors   should   have  the
                          flexibility to structure the company's  executive
                          compensation  plans.  Given  that  this  proposal
                          does not  specify a fixed  percentage  of options
                          to be awarded as performance-based  compensation,
                          we   believe   that  it  does  not  place   undue
                          restrictions   on  the   company's   compensation
                          committee.
                 9      Expense Stock Options                 Against    For
                          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.


10/30/03 - A     Sara Lee Corp. *SLE*              803111103                         09/02/03             2,900
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                        Shareholder Proposals
                 3      Report on Charitable Contributions    Against    Against
                 4      Implement and Monitor Code of         Against    Abstain
                        Corporate Conduct - ILO Standards


11/07/03 - A     Scientific-Atlanta, Inc. *SFA*    808655104                         09/15/03               600
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Marion H. Antonini
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of James V. Napier.  We recommend  that
                          shareholders  WITHHOLD votes from James V. Napier
                          for  standing  as an  affiliated  outsider on the
                          Audit and Governance & Nominations Committee.
                 1.2    Elect Director David J. McLaughlin
                        --- For
                 1.3    Elect Director James V. Napier ---
                        Withhold
                 1.4    Elect Director Sam Nunn --- For
                 2      Approve Omnibus Stock Plan            For        For


11/13/03 - A     Sun Microsystems, Inc. *SUNW*     866810104                         09/15/03            12,500
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposal
                 4      Implement China Principles            Against    Against


11/07/03 - A     SYSCO Corporation *SYY*           871829107                         09/09/03             2,400
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Jonathan Golden as
                        Class II Director --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Richard J.  Schnieders,  Thomas E.
                          Lankford,  and Jonathan Golden. We recommend that
                          shareholders   WITHHOLD  votes  from  Richard  J.
                          Schnieders,  Thomas  E.  Lankford,  and  Jonathan
                          Golden  for  failure  to  implement  proposal  to
                          declassify the company's board.
                 1.2    Elect Director Joseph A. Hafner,
                        Jr. as Class II Director --- For
                 1.3    Elect Director Thomas E. Lankford
                        as Class II Director --- Withhold
                 1.4    Elect Director Richard J.
                        Schnieders as Class II Director ---
                        Withhold
                 1.5    Elect Director John K.
                        Stubblefield, Jr. as Class III
                        Director --- For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        Against
                        Shareholder Proposal
                 4      Report on the Impact of Genetically   Against    Abstain
                        Engineered Products


11/19/03 - A     The Clorox Company *CLX*          189054109                         09/22/03               800
                 1      Elect Directors                       For        For
                 2      Approve Deferred Compensation Plan    For        For
                 3      Ratify Auditors                       For        For


10/14/03 - A     The Procter & Gamble Company      742718109                         08/01/03             4,800
                 *PG*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan
                        Shareholder Proposals
                 4      Declassify the Board of Directors     Against    Against
                 5      Label Genetically Engineered Foods    Against    Against


10/08/03 - A     Winn-Dixie Stores, Inc. *WIN*     974280109                         08/01/03               500
                 1      Elect Directors                       For        For
                 1.1    Elect Director Tillie K. Fowler as
                        Class II Director --- For
                 1.2    Elect Director Frank Lazaran as
                        Class II Director --- For
                 1.3    Elect Director Edward W. Mehrer,
                        Jr. as Class II Director --- For
                 1.4    Elect Director Ronald Townsend as
                        Class II Director --- For
                 1.5    Elect Director John E. Anderson as
                        Class III Director --- For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Amend Stock Option Plan               For        For
                 4      Ratify Auditors                       For        For





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT LARGE CAP INDEX FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/02/04 - A     ADC Telecommunications, Inc.      000886101                         01/07/04             3,500
                 *ADCT*
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Increase Authorized Common Stock      For        For
                 4      Ratify Auditors                       For        For


03/02/04 - A     Agilent Technologies Inc. *A*     00846U101                         01/05/04             2,100
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


01/22/04 - A     Air Products & Chemicals, Inc.    009158106                         11/28/03               900
                 *APD*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


01/22/04 - A     Alberto-Culver Co. *ACV*          013068101                         12/01/03               400
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Amend Articles                        For        For
                 4      Increase Authorized Common Stock      For        For


03/09/04 - A     Analog Devices, Inc. *ADI*        032654105                         01/16/04             1,600
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


02/10/04 - A     Andrew Corp. *ANDW*               034425108                         12/12/03               700
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


03/24/04 - A     Applied Materials, Inc. *AMAT*    038222105                         01/30/04             7,600
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For


03/17/04 - S     Bank of America Corp. *BAC*       060505104                         01/26/04             6,800
                 1      Approve Merger Agreement              For        For
                 2      Amend Omnibus Stock Plan              For        For
                 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.


02/11/04 - A     Becton, Dickinson and Company     075887109                         12/15/03             1,100
                 *BDX*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Henry P. Becton, Jr.
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Edward F. DeGraan
                        --- For
                 1.3    Elect Director James F. Orr --- For
                 1.4    Elect Director Margaretha af Ugglas
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For
                          The  total  cost of the  company's  plans of 7.57
                          percent  is  within  the  allowable  cap for this
                          company  of  12.31  percent.  Additionally,  this
                          plan expressly forbids repricing.
                        Shareholder Proposal
                 4      Provide for Cumulative Voting         Against    Against


01/22/04 - A     BJ Services Company *BJS*         055482103                         12/05/03               800
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Foreign Operations Risk     Against    Against


02/26/04 - S     Concord EFS, Inc.                 206197105                         01/16/04             2,100
                 1      Approve Merger Agreement              For        For


01/29/04 - A     Costco Wholesale Corporation      22160K105                         12/05/03             2,000
                 *COST*
                 1      Elect Directors                       For        For
                        Shareholder Proposals
                 2      Declassify the Board of Directors     Against    Against
                 3      Develop Land Procurement Policy       Against    Against
                        Management Proposal
                 4      Ratify Auditors                       For        For


01/09/04 - S     Countrywide Financial Corp.       222372104                         11/28/03               600
                 *CFC*
                 1      Increase Authorized Common Stock      For        For


02/03/04 - A     Emerson Electric Co. *EMR*        291011104                         11/24/03             1,700
                 1      Elect Directors                       For        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      Ratify Auditors                       For        For


01/15/04 - A     Family Dollar Stores, Inc.        307000109                         11/24/03               800
                 *FDO*
                 1      Elect Directors                       For        For
                 2      Approve Non-Employee Director Stock   For        For
                        Option Plan
                 3      Ratify Auditors                       For        For


03/17/04 - S     FleetBoston Financial Corp.       339030108                         01/26/04             4,808
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


01/29/04 - A     Franklin Resources, Inc. *BEN*    354613101                         12/01/03             1,100
                 1      Elect Directors                       For        For
                 1.1    Elect Director Harmon E. Burns ---
                        For
                 1.2    Elect Director Charles Crocker ---
                        For
                 1.3    Elect Director Robert D. Joffe ---
                        For
                 1.4    Elect Director Charles B. Johnson
                        --- For
                 1.5    Elect Director Rupert H. Johnson,
                        Jr. --- For
                 1.6    Elect Director Thomas H. Kean ---
                        For
                 1.7    Elect Director James A. McCarthy
                        --- For
                 1.8    Elect Director Chutta Ratnathicam
                        --- For
                 1.9    Elect Director Peter M. Sacerdote
                        --- For
                 1.10   Elect Director Anne M. Tatlock ---
                        For
                 1.11   Elect Director Louis E. Woodworth
                        --- For
                 2      Ratify Auditors                       For        For
                 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      Amend Executive Incentive Bonus Plan  For        For
                          We believe  that this item  warrants  shareholder
                          approval.


03/31/04 - A     Freddie Mac *FRE*                 313400301                         02/20/04             3,300
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


02/17/04 - A     Health Management Associates,     421933102                         12/19/03             1,000
                 Inc. *HMA*
                 1      Elect Directors                       For        For


03/17/04 - A     Hewlett-Packard Co. *HPQ*         428236103                         01/20/04            13,941
                 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
                 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  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.


03/02/04 - A     International Game Technology     459902102                         01/02/04             1,500
                 *IGT*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director G. Thomas Baker ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  Robert Miller.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from Robert  Miller for standing as an affiliated
                          outsider on the Compensation Committee.
                 1.2    Elect Director Neil Barsky --- For
                 1.3    Elect Director Robert A. Bittman
                        --- For
                 1.4    Elect Director Richard R. Burt ---
                        For
                 1.5    Elect Director Leslie S. Heisz ---
                        For
                 1.6    Elect Director Robert A. Mathewson
                        --- For
                 1.7    Elect Director Thomas J. Matthews
                        --- For
                 1.8    Elect Director Robert Miller ---
                        Withhold
                 1.9    Elect Director Frederick B.
                        Rentschler --- For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


01/13/04 - A     Jabil Circuit, Inc. *JBL*         466313103                         11/14/03               800
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Ratify Auditors                       For        For


02/24/04 - S     John Hancock Financial            41014S106                         01/02/04             1,200
                 Services, Inc. *JHF*
                 1      Approve Merger Agreement              For        For


01/28/04 - A     Johnson Controls, Inc. *JCI*      478366107                         11/20/03               400
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert L. Barnett
                        --- For
                 1.2    Elect Director Willie D. Davis ---
                        For
                 1.3    Elect Director Jeffrey A. Joerres
                        --- For
                 1.4    Elect Director Richard F. Teerlink
                        --- For
                 2      Ratify Auditors                       For        For
                 3      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.
                 4      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.
                 5      Approve Non-Employee Director Stock   For        For
                        Option Plan
                          The  total  cost of the  company's  plans of 3.20
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.
                 6      Amend Restricted Stock Plan           For        For
                          The  total  cost of the  company's  plans of 3.58
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.


02/18/04 - A     Lucent Technologies Inc. *LU*     549463107                         12/22/03            18,300
                 1      Elect Directors                       For        For
                 1.1    Elect Director Karl J. Krapek ---
                        For
                 1.2    Elect Director Patricia F. Russo
                        --- For
                 1.3    Elect Director Henry B. Schacht ---
                        For
                 1.4    Elect Director Franklin A. Thomas
                        --- For
                 2      Declassify the Board of Directors     For        Against
                        and Amend Director Removal Provision
                 3      Approve Non-Employee Director         For        For
                        Omnibus Stock Plan
                          The  total  cost of the  company's  plans of 3.28
                          percent  is  within  the  allowable  cap for this
                          company  of  10.90  percent.  Additionally,  this
                          plan expressly forbids repricing.
                 4      Approve Reverse Stock Split           For        For
                          Since there will not be an effective  increase in
                          the   common   stock   authorized   due   to  the
                          proportionate   reduction,   we  recommend   that
                          shareholders consent to this item.
                        Shareholder Proposals
                 5      Submit Severance Agreement            Against    For
                        (Change-in-Control) to Shareholder
                        Vote
                          We  generally  support the  submission  of golden
                          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 other  companies.  We believe
                          that a company's  parachute  provisions should be
                          reasonable   and   not   excessive.           The
                          ceiling  set by the  proponent  at 2.99 times the
                          sum of an  executive's  base  salary and bonus is
                          widely  considered  as  the  standard   threshold
                          level of  severance  remuneration  for  corporate
                          executives.  Moreover,  as stated by the company,
                          its current  severance  agreements  are below the
                          standard  threshold  level. As such, the adoption
                          of the proposed  policy would have minimum impact
                          on  the  company   currently   but  ensures  good
                          corporate   governance   for  future   employment
                          contracts. Therefore, we support this proposal.
                 6      Prohibit Awards to Executives         Against    Against
                          We believe that top five  compensation  should be
                          linked  to  the  company's  performance.  If  the
                          company   has   met  or   exceeded   the   target
                          performance    level,    executives   should   be
                          remunerated for their efforts.  Discontinuing all
                          rights,  options or SARs  under an expired  stock
                          plan does not resolve the disconnect  between pay
                          and performance.  In fact, companies can continue
                          to  grant  rights,   options  or  SARs  under  an
                          existing plan. Therefore,  we do not support this
                          proposal.


02/17/04 - A     Navistar International Corp.      63934E108                         01/05/04               300
                 *NAV*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Michael N. Hammes
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director James H. Keyes ---
                        For
                 1.3    Elect Director Southwood J. Morcott
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For
                          The  total  cost of the  company's  plans of 7.37
                          percent  is  within  the  allowable  cap for this
                          company of 8.46 percent. Additionally,  this plan
                          expressly forbids repricing.


03/03/04 - A     Parametric Technology Corp.       699173100                         01/09/04             1,200
                 *PMTC*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


03/25/04 - A     PeopleSoft, Inc. *PSFT*           712713106                         02/10/04             1,700
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Expense Stock Options                 Against    For


03/02/04 - A     QUALCOMM Inc. *QCOM*              747525103                         01/02/04             3,500
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Adelia A. Coffman
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Adelia  A.
                          Coffman. We recommend that shareholders  WITHHOLD
                          votes from Adelia A.  Coffman for  standing as an
                          affiliated    outsider    on   the    Audit   and
                          Compensation committees.
                 1.2    Elect Director Raymond V. Dittamore
                        --- For
                 1.3    Elect Director Irwin Mark Jacobs
                        --- For
                 1.4    Elect Director Richard Sulpizio ---
                        For
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For
                 4      Declassify the Board of Directors     Against    For


02/04/04 - A     Rockwell Automation Inc *ROK*     773903109                         12/08/03               800
                 A.1    Elect Director Don H. Davis, Jr.      For        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of William H. Gray,  III. We recommend
                          that shareholders  WITHHOLD votes from William H.
                          Gray, III for sitting on more than six boards.
                 A.2    Elect Director William H. Gray, III   For        For
                 A.3    Elect Director William T.             For        For
                        McCormick, Jr.
                 A.4    Elect Director Keith D. Nosbusch      For        For
                 B      Ratify Auditors                       For        For
                 C      Amend Omnibus Stock Plan              For        For


02/10/04 - A     Rockwell Collins, Inc. *COL*      774341101                         12/15/03               800
                 1      Elect Directors                       For        For
                 1.1    Elect Director Donald R. Beall ---
                        For
                          We recommend  that  shareholders  vote FOR Donald
                          R.   Beall,   but   WITHHOLD   votes  from  Audit
                          Committee  member  Richard  J.  Ferris for paying
                          excessive non-audit fees.
                 1.2    Elect Director Richard J. Ferris
                        --- For
                 2      Ratify Auditors                       For        For
                          In this  case,  54.86  percent  of the total fees
                          paid to the auditor is  attributable to non-audit
                          work.   This   notably    disproportionate    fee
                          arrangement   could   significantly   impair  the
                          auditor's independence.


01/26/04 - A     Sanmina-SCI Corp. *SANM*          800907107                         12/01/03             2,100
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


01/07/04 - A     Solectron Corp. *SLR*             834182107                         11/18/03             3,400
                 1      Elect Directors                       For        For
                 2      Approve Option Exchange Program       For        Against
                 3      Ratify Auditors                       For        For


03/30/04 - A     Starbucks Corp. *SBUX*            855244109                         01/26/04             1,700
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/31/04 - A     The Bear Stearns Companies Inc.   073902108                         02/19/04               600
                 *BSC*
                 1      Elect Directors                       For        For
                 2      Amend the Capital Accumulation Plan   For        Against
                        for Senior Managing Directors
                          We evaluate  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
                          We focus  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,  we
                          recommend  voting  AGAINST  the  plans due to the
                          excessive costs.
                 4      Approve Restricted Stock Plan         For        Against
                          We focus  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,  we
                          recommend  voting  AGAINST  the  plans due to the
                          excessive costs.
                 5      Ratify Auditors                       For        For


03/31/04 - A     The Goldman Sachs Group, Inc.     38141G104                         02/02/04             2,100
                 *GS*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Declassify the Board of Directors     Against    Against


03/19/04 - S     The St. Paul Travelers            792860108                         02/06/04             1,000
                 Companies, Inc. *STA*
                 1      Issue Shares in Connection with a     For        For
                        Merger Agreement
                 2      Amend Bylaws                          For        For
                 3      Amend Articles                        For        For
                 4      Reduce Supermajority Vote             For        For
                        Requirement


03/03/04 - A     The Walt Disney Company *DIS*     254687106                         01/16/04             9,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director John E. Bryson ---
                        For
                          At the end of the day,  all  roads  lead  back to
                          Eisner.  For 20 years Disney's revolving door for
                          board   members  and   management   has  had  one
                          constant ' Mr. Eisner.  The boardroom battles and
                          management   departures,   which   pre-date   the
                          Disney/Gold    campaign,    are    disappointing,
                          expensive,  distracting,  and  not  in  the  best
                          interest  of  shareholders.  If there were ever a
                          case for  separating  the roles of  Chairman  and
                          CEO,  this  company  is the  poster  child.  Were
                          there a  shareholder  proposal  on the  ballot to
                          separate  those roles,  we would  support it. The
                          withhold  vote  recommendation  on Mr.  Eisner is
                          meant as a signal  to try a  little  harder,  not
                          just on paper.  The  structural  changes  adopted
                          recently  at Disney are too new and too  untested
                          for   investors  to  know  whether   they'll  get
                          traction over time. We believe that  shareholders
                          will be best served by cracking  opening the door
                          to the boardroom.  In a year's time, we'll have a
                          better  idea if the  recent  reforms  have  taken
                          hold. If not,  shareholders may be best served by
                          boardroom  change.        ISS  recommends  a vote
                          FOR  the  directors  with  the  exception  of Mr.
                          Eisner for whom we recommend a WITHHOLD vote.
                 1.2    Elect Director John S. Chen --- For
                 1.3    Elect Director Michael D. Eisner
                        --- Withhold
                 1.4    Elect Director Judith L. Estrin ---
                        For
                 1.5    Elect Director Robert A. Iger ---
                        For
                 1.6    Elect Director Aylwin B. Lewis ---
                        For
                 1.7    Elect Director Monica C. Lozano ---
                        For
                 1.8    Elect Director Robert W.
                        Matschullat --- For
                 1.9    Elect Director George J. Mitchell
                        --- For
                 1.10   Elect Director Leo J. O'Donovan,
                        S.J. --- For
                 1.11   Elect Director Gary L. Wilson ---
                        For
                 2      Ratify Auditors                       For        For
                 3      China Principles                      Against    Against
                 4      Report on Supplier Labor Standards    Against    Against
                        in China
                 5      Report on Amusement Park Safety       Against    Abstain


03/19/04 - S     Travelers Property Casualty       89420G406                         02/06/04             4,724
                 Corp.
                 1      Approve Merger Agreement              For        For


03/25/04 - A     Tyco International Ltd. *TYC*     902124106                         03/25/04             8,738
                        Meeting for Holders of ADRs
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      ADOPTION OF THE AMENDED AND           For        For
                        RESTATED BYE-LAWS.
                 4      APPROVAL OF TYCO 2004 STOCK AND       For        For
                        INCENTIVE PLAN.
                 5      SHAREHOLDER PROPOSAL REGARDING        For        For
                        ENVIRONMENTAL REPORTING.
                 6      SHAREHOLDER PROPOSAL TO CHANGE TYCO   Against    Against
                        S JURISDICTION OF INCORPORATION
                        FROM BERMUDA TO A U.S. STATE.
                 7      SHAREHOLDER PROPOSAL ON COMMON        Against    Against
                        SENSE EXECUTIVE COMPENSATION.


01/14/04 - A     Walgreen Co. *WAG*                931422109                         11/17/03             4,200
                 1      Elect Directors                       For        For
                 1.1    Elect Director David W. Bernauer
                        --- For
                 1.2    Elect Director William C. Foote ---
                        For
                 1.3    Elect Director James J. Howard ---
                        For
                 1.4    Elect Director Alan G. McNally ---
                        For
                 1.5    Elect Director Cordell Reed --- For
                 1.6    Elect Director Jeffrey A. Rein ---
                        For
                 1.7    Elect Director David Y. Schwartz
                        --- For
                 1.8    Elect Director John B. Schwemm ---
                        For
                 1.9    Elect Director Marilou M. von
                        Ferstel --- For
                 1.10   Elect Director Charles R. Walgreen
                        III --- For
                 2      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan
                          The total cost of the company's plans,  including
                          the amended  and  restated  nonemployee  director
                          stock  plan  and  other  ongoing  plans,  of 7.70
                          percent  is  above  the  allowable  cap for  this
                          company of 5.13 percent.





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT LARGE CAP INDEX FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

05/11/04 - A     3M CO *MMM*                      88579Y101                          03/12/04             3,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward A. Brennan
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of insider W.  James  McNerney,  Jr.
                          and  independent  outsiders  Kevin W. Sharer and
                          Edward   A.   Brennan.    We   recommend    that
                          shareholders   WITHHOLD   votes  from  W.  James
                          McNerney,  Jr.,  Kevin W. Sharer,  and Edward A.
                          Brennan for failure to  implement  the  proposal
                          to  submit  the  company's   poison  pill  to  a
                          shareholder vote.
                 1.2   Elect Director Michael L. Eskew ---
                       For
                 1.3   Elect Director W. James McNerney,
                       Jr. --- Withhold
                 1.4   Elect Director Kevin W. Sharer ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/23/04 - A     Abbott Laboratories *ABT*        002824100                          02/25/04             7,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Drug Pricing                          Against    Against                ShrHoldr
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/28/04 - A     Adobe Systems Inc. *ADBE*        00724F101                          03/03/04             1,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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.
                 4     Adopt a Plocy that will Committ       Against    For                    ShrHoldr
                       Executives to Hold a Significant
                       Percentage of their Shares
                          In  this  case,  although  the  company  has the
                          holding period  requirement of 25 percent of the
                          net  shares  for two  years,  it does not appear
                          that the executives have significant  holding of
                          outright  shares.  Per the company's 2004 proxy,
                          most of executives'  beneficial  stock ownership
                          is in the form of options.
                 5     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Advanced Micro Devices, Inc.     007903107                          03/01/04               200
                 *AMD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


04/30/04 - A     Aetna Inc. *AET*                 00817Y108                          02/27/04               700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Betsy Z. Cohen ---
                       For
                 1.2   Elect Director Barbara Hackman
                       Franklin --- For
                 1.3   Elect Director Jeffrey E. Garten
                       --- For
                 1.4   Elect Director Earl G. Graves ---
                       For
                 1.5   Elect Director Gerald Greenwald ---
                       For
                 1.6   Elect Director Ellen M. Hancock ---
                       For
                 1.7   Elect Director Michael H. Jordan
                       --- For
                 1.8   Elect Director Jack D. Kuehler ---
                       For
                 1.9   Elect Director Edward J. Ludwig ---
                       For
                 1.10  Elect Director Joseph P. Newhouse
                       --- For
                 1.11  Elect Director Judith Rodin --- For
                 1.12  Elect Director John W. Rowe, M.D.
                       --- For
                 1.13  Elect Director Ronald A. Williams
                       --- For
                 1.14  Elect Director R. David Yost --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  believe  that  the  Compensation  Committee,
                          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,
                          we believe this proposal is too restrictive,  as
                          it  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.


05/03/04 - A     AFLAC Incorporated *AFL*         001055102                          02/25/04             2,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Daniel P. Amos ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Michael H.  Armacost.  We recommend
                          that  shareholders  WITHHOLD  votes from Michael
                          H. Armacost for poor attendance.
                 1.2   Elect Director John Shelby Amos II
                       --- For
                 1.3   Elect Director Michael H. Armacost
                       --- Withhold
                 1.4   Elect Director Kriss Cloninger III
                       --- For
                 1.5   Elect Director Joe Frank Harris ---
                       For
                 1.6   Elect Director Elizabeth J. Hudson
                       --- For
                 1.7   Elect Director Kenneth S. Janke,
                       Sr. --- For
                 1.8   Elect Director Douglas W. Johnson
                       --- For
                 1.9   Elect Director Robert B. Johnson
                       --- For
                 1.10  Elect Director Charles B. Knapp ---
                       For
                 1.11  Elect Director Hidefumi Matsui ---
                       For
                 1.12  Elect Director Nobuhiro Mori --- For
                 1.13  Elect Director E. Stephen Purdom,
                       M.D. --- For
                 1.14  Elect Director Barbara K. Rimer,
                       Ph.D. --- For
                 1.15  Elect Director Marvin R. Schuster
                       --- For
                 1.16  Elect Director Glenn Vaughn, Jr.
                       --- For
                 1.17  Elect Director Robert L. Wright ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     Alcoa Inc. *AA*                  013817101                          02/02/04             3,900
                 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
                 3     Report on Pay Disparity               Against    Abstain                ShrHoldr
                 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,  we
                          find   the   proposal   in  this   case   overly
                          restrictive and recommend voting AGAINST it.


05/06/04 - A     Allegheny Technologies, Inc.     01741R102                          03/12/04               200
                 *ATI*
                 1     Elect Directors                       For        For                    Mgmt


04/28/04 - A     Allergan, Inc. *AGN*             018490102                          03/08/04               600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Handel E. Evans ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Gavin  S.
                          Herbert,  from  whom we  recommend  shareholders
                          WITHHOLD  votes for  standing  as an  affiliated
                          outsider on the Audit Committee.
                 1.2   Elect Director Michael R. Gallagher
                       --- For
                 1.3   Elect Director Gavin S. Herbert ---
                       Withhold
                 1.4   Elect Director Stephen J. Ryan ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/21/04 - A     Allied Waste Industries, Inc.    019589308                          03/31/04             1,500
                 *AW*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Thomas H. Van
                       Weelden --- For
                 1.2   Elect Director Robert M. Agate ---
                       For
                 1.3   Elect Director Leon D. Black --- For
                 1.4   Elect Director James W. Crownover
                       --- For
                 1.5   Elect Director Michael S. Gross ---
                       For
                 1.6   Elect Director Dennis R. Hendrix
                       --- For
                 1.7   Elect Director J. Tomilson Hill ---
                       For
                 1.8   Elect Director Lawrence V. Jackson
                       --- For
                 1.9   Elect Director Nolan Lehmann --- For
                 1.10  Elect Director Howard A. Lipson ---
                       For
                 1.11  Elect Director Antony P. Ressler
                       --- For
                 1.12  Elect Director Warren B. Rudman ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 4     Report on Privatization               Against    Against                ShrHoldr
                          We  believe  that  the  requested  report  would
                          impose  an  unnecessary   cost  to  the  company
                          without  providing  a  corresponding  benefit to
                          shareholders.


04/22/04 - A     ALLTEL Corp. *AT*                020039103                          02/24/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Ammend EEO - Sexual Orientation       Against    Abstain                ShrHoldr


05/11/04 - A     Altera Corp. *ALTR*              021441100                          03/16/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John P. Daane --- For
                 1.2   Elect Director Robert W. Reed ---
                       For
                 1.3   Elect Director Charles M. Clough
                       --- For
                 1.4   Elect Director Robert J. Finocchio
                       Jr --- For
                 1.5   Elect Director Kevin Mcgarity ---
                       For
                 1.6   Elect Director Paul Newhagen --- For
                 1.7   Elect Director William E. Terry ---
                       For
                 1.8   Elect Director Susan Wang --- For
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Approve Option Expensing              Against    For                    ShrHoldr
                          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.  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.


04/29/04 - A     Altria Group, Inc. *MO*          02209S103                          03/08/04            10,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Product Warnings for        Against    Against                ShrHoldr
                       Pregnant Women
                 4     Report on Health Risks Associated     Against    Against                ShrHoldr
                       with Cigarette Filters
                 5     Political Contributions/Activities    Against    Against                ShrHoldr
                 6     Cease Use of Light and Ultra Light    Against    Against                ShrHoldr
                       in Cigarette Marketing
                 7     Place Canadian Style Warnings on      Against    Against                ShrHoldr
                       Cigarette Packaging
                 8     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/04/04 - A     Ambac Financial Group, Inc.      023139108                          03/09/04               650
                 *ABK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Amerada Hess Corp. *AHC*         023551104                          03/15/04               400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Nicholas F. Brady
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of  independent  outsider  Nicholas F.
                          Brady. We recommend that  shareholders  WITHHOLD
                          votes   from   Nicholas   F.   Brady   for  poor
                          attendance.
                 1.2   Elect Director J. Barclay Collins
                       II --- For
                 1.3   Elect Director Thomas H. Kean ---
                       For
                 1.4   Elect Director Frank A. Olson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Establish Other Board Committee       Against    For                    ShrHoldr
                          We agree with the  proponent  on the  importance
                          of    establishing    clear    mechanisms    for
                          communication     between    shareholders    and
                          independent   directors.   While   the   company
                          complies  with  existing  SEC and NYSE  rules on
                          this  matter,  it  appears  that  the  corporate
                          secretary,  who is an employee  of the  company,
                          plays  an  important   role  in  conveying  such
                          communication   either   internally  or  to  the
                          board.  The  proposed  Office of the Board would
                          ensure   a   direct   communication   with   the
                          independent  directors  of  the  board,  without
                          involving     the      corporate      secretary.
                                  Furthermore,   in  the   absence  of  an
                          independent  chairman  in the  case  of  Amerada
                          Hess,   the   presiding    director   does   not
                          facilitate  communication  with  shareholders as
                          part of his lead director  role. We recommend in
                          favor of the proposal.


04/27/04 - A     Ameren Corporation *AEE*         023608102                          03/11/04             1,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Risks of Nuclear Waste      Against    Against                ShrHoldr
                       Storage


04/27/04 - A     American Electric Power Co.      025537101                          03/03/04             1,800
                 *AEP*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director E. R. Brooks --- For
                 1.2   Elect Director Donald M. Carlton
                       --- For
                 1.3   Elect Director John P. DesBarres
                       --- For
                 1.4   Elect Director Robert W. Fri --- For
                 1.5   Elect Director William R. Howell
                       --- For
                 1.6   Elect Director Lester A. Hudson,
                       Jr. --- For
                 1.7   Elect Director Leonard J. Kujawa
                       --- For
                 1.8   Elect Director Michael G. Morris
                       --- For
                 1.9   Elect Director Richard L. Sandor
                       --- For
                 1.10  Elect Director Donald G. Smith ---
                       For
                 1.11  Elect Director Kathryn D. Sullivan
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes and severance plans.
                 4     Submit Executive Pension Benefit to   Against    For                    ShrHoldr
                       Vote
                          Because  the  company's  SERP  appears to confer
                          extraordinary    benefits    not   included   in
                          employee-wide  plans,  we believe  that the SERP
                          proposal warrants shareholder support.
                 5     Prohibit Auditor from Providing       Against    For                    ShrHoldr
                       Non-Audit Services
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 6     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.


04/26/04 - A     American Express Co. *AXP*       025816109                          02/27/04             6,300
                 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,  we take 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 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.


06/25/04 - A     American Greetings Corp. *AM*    026375105                          04/26/04               400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Scott S. Cowen ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Charles A.
                          Ratner. We recommend that shareholders  WITHHOLD
                          votes   from   Charles   A.   Ratner   for  poor
                          attendance.
                 1.2   Elect Director Harriet
                       Mouchly-Weiss --- For
                 1.3   Elect Director Charles A. Ratner
                       --- Withhold
                 1.4   Elect Director Zev Weiss --- For
                 1.5   Elect Director Joseph Hardin --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/19/04 - A     American International Group,    026874107                          03/26/04            12,944
                 Inc. *AIG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Divest from Tobacco Equities          Against    Against                ShrHoldr
                 7     Link Executive Compensation to        Against    Against                ShrHoldr
                       Predatory Lending


06/10/04 - A     American Power Conversion        029066107                          04/14/04               100
                 Corp. *APCC*
                 1     Fix Number of Directors               For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Rodger B. Dowdell,
                       Jr. --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Rodger B. Dowdell,  Jr.,
                          Emanuel E.  Landsman and Neil E.  Rasmussen  and
                          affiliated  outsider Ervin F. Lyon. We recommend
                          that shareholders  WITHHOLD votes from Rodger B.
                          Dowdell,  Jr.,  Emanuel E.  Landsman and Neil E.
                          Rasmussen  for  failure to  establish a majority
                          independent   board.   We  also  recommend  that
                          shareholders  WITHHOLD  votes from Ervin F. Lyon
                          for  standing as an  affiliated  outsider on the
                          Audit,  Compensation  and Nominating  committees
                          and  for   failure  to   establish   a  majority
                          independent board.
                 2.2   Elect Director Emanuel E. Landsman
                       --- Withhold
                 2.3   Elect Director Neil E. Rasmussen
                       --- Withhold
                 2.4   Elect Director Ervin F. Lyon ---
                       Withhold
                 2.5   Elect Director James D. Gerson ---
                       For
                 2.6   Elect Director John G. Kassakian
                       --- For
                 2.7   Elect Director John F. Keane, Sr.
                       --- For
                 2.8   Elect Director Ellen B. Richstone
                       --- For
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     American Standard Companies,     029712106                          03/10/04               400
                 Inc. *ASD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Amgen, Inc. *AMGN*               031162100                          03/19/04             6,336
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank J. Biondi, Jr.
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Jerry  D.
                          Choate. We recommend that shareholders  WITHHOLD
                          votes from Jerry D.  Choate for  standing  as an
                          affiliated    outsider    on   the   Audit   and
                          Compensation committees.
                 1.2   Elect Director Jerry D. Choate ---
                       Withhold
                 1.3   Elect Director Frank C. Herringer
                       --- For
                 1.4   Elect Director Gilbert S. Omenn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Prepare Glass Ceiling Report          Against    Abstain                ShrHoldr
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


04/15/04 - A     AmSouth Bancorporation *ASO*     032165102                          02/17/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 6     Political Contributions               Against    Against                ShrHoldr


05/06/04 - A     Anadarko Petroleum Corp. *APC*   032511107                          03/08/04             1,245
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


04/28/04 - A     Anheuser-Busch Companies, Inc.   035229103                          03/01/04             3,900
                 *BUD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Anthem Inc. *ATH*                03674B104                          03/19/04               600
                 1     Elect Directors                       For        For                    Mgmt


06/28/04 - S     Anthem Inc. *ATH*                03674B104                          05/10/04               700
                 1     Issue Shares in Connection with an    For        For                    Mgmt
                       Acquisition
                 2     Change Company Name                   For        For                    Mgmt


05/21/04 - A     Aon Corp. *AOC*                  037389103                          03/24/04             1,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Patrick G. Ryan ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of independent  outsider Jan Kalff and
                          affiliated   outsider  Edgar  D.  Jannotta.   We
                          recommend that shareholders  WITHHOLD votes from
                          Jan Kalff for poor  attendance,  and from  Edgar
                          D.   Jannotta  for  standing  as  an  affiliated
                          outsider on the Nominating Committee.
                 1.2   Elect Director Edgar D. Jannotta
                       --- Withhold
                 1.3   Elect Director Jan Kalff ---
                       Withhold
                 1.4   Elect Director Lester B. Knight ---
                       For
                 1.5   Elect Director J. Michael Losh ---
                       For
                 1.6   Elect Director R. Eden Martin ---
                       For
                 1.7   Elect Director Andrew J. McKenna
                       --- For
                 1.8   Elect Director Robert S. Morrison
                       --- For
                 1.9   Elect Director Richard C. Notebaert
                       --- For
                 1.10  Elect Director Michael D.
                       O'Halleran --- For
                 1.11  Elect Director John W. Rogers, Jr.
                       --- For
                 1.12  Elect Director Gloria Santona ---
                       For
                 1.13  Elect Director Carolyn Y. Woo ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Apache Corp. *APA*               037411105                          03/17/04             1,522
                 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    Against                ShrHoldr


04/30/04 - A     Apartment Investment &           03748R101                          03/05/04               500
                 Management Co. *AIV*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Terry Considine ---
                       For
                 1.2   Elect Director Peter K. Kompaniez
                       --- For
                 1.3   Elect Director James N. Bailey ---
                       For
                 1.4   Elect Director Richard S. Ellwood
                       --- For
                 1.5   Elect Director J. Landis Martin ---
                       For
                 1.6   Elect Director Thomas L. Rhodes ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Sale of Company Assets        For        For                    Mgmt
                 4     Limit Executive Compensation          Against    For                    ShrHoldr
                          We are broadly in favor of  proposals to require
                          golden   parachutes   or   executive   severance
                          agreements  to  be  submitted  for   shareholder
                          ratification,   unless  the  proposal   requires
                          shareholder  approval  prior  to  entering  into
                          employment contracts.  Although the terms of the
                          proposal  define "future  severance  agreements"
                          as including  employment  agreements  containing
                          severance  provisions,   ratification  prior  to
                          entering an  employment  contract  would only be
                          necessary   where   that   severance   provision
                          exceeded  the 2.99 times salary plus bonus test.
                          Further,  the  proposal  allows for  shareholder
                          approval to be sought after the  material  terms
                          of the agreement are agreed upon. Therefore,  we
                          believe the proposal warrants support.


04/22/04 - A     Apple Computer, Inc. *AAPL*      037833100                          02/24/04             1,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr


05/19/04 - A     AT&T Corp. *T*                   001957505                          03/25/04             3,860
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Directors William F. Aldinger
                       --- For
                 1.2   Elect Directors Kenneth T. Derr ---
                       For
                 1.3   Elect Directors David W. Dorman ---
                       For
                 1.4   Elect Directors M. Kathryn Eickhoff
                       --- For
                 1.5   Elect Directors Herbet L. Henkel
                       --- For
                 1.6   Elect Directors Frank C. Herringer
                       --- For
                 1.7   Elect Directors Shirley Ann Jackson
                       --- For
                 1.8   Elect Directors Jon C. Madonna ---
                       For
                 1.9   Elect Directors Donald F. McHenry
                       --- For
                 1.10  Elect Directors Tony L. White ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     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 re-elect directors as they see fit.
                 5     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          While we  recognize  that the  company  does not
                          currently   intend  to  adopt  a  poison   pill,
                          nevertheless  the  company  is  free  to  do  so
                          without  any   shareholder   approval.   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.
                 6     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 7     Report on Executive Compensation      Against    For                    ShrHoldr
                          As   the    requested    report   will   provide
                          shareholders   with  more   insight   into  what
                          factors  the  company   considers   relevant  to
                          building  long-term  shareholder  value  for its
                          performance  based  compensation,  we  recommend
                          shareholders support this request.


05/19/04 - A     AT&T Wireless Services, Inc.     00209A106                          03/22/04            13,445
                 *AWE*
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Nobuharu Ono --- For
                 2.2   Elect Director Carolyn M. Ticknor
                       --- For
                 2.3   Elect Director John D. Zeglis ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   compensation   committee  is  composed  of
                          entirely of independent  directors and currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          compensation    committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent   that  the   company's   compensation
                          program should utilize  justifiable  performance
                          criteria,  the  proposed  caps and  restrictions
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.
                 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     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


06/17/04 - A     Autodesk, Inc. *ADSK*            052769106                          05/05/04               700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Policy Regarding Equity-Based   Against    For                    ShrHoldr
                       Compensation for Executives
                          Given that the  company  does not  maintain  any
                          mechanisms  that promote the long-term value for
                          shareholders,  we believe  that support for this
                          non-binding  proposal  sends a strong message to
                          the  board  to  require  executives  to  have  a
                          long-term  stake  in  the  company.   Therefore,
                          executives   are   committed   to  promote   the
                          long-term value for shareholders.


05/12/04 - A     AutoNation, Inc. *AN*            05329W102                          03/26/04             1,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Mike Jackson --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider   Rick  L.
                          Burdick.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  Rick  L.   Burdick   for
                          standing  as  an  affiliated   outsider  on  the
                          nominating committee.
                 1.2   Elect Director Robert J. Brown ---
                       For
                 1.3   Elect Director J.P. Bryan --- For
                 1.4   Elect Director Rick L. Burdick ---
                       Withhold
                 1.5   Elect Director William C. Crowley
                       --- For
                 1.6   Elect Director Alan S. Dawes --- For
                 1.7   Elect Director Edward S. Lampert
                       --- For
                 1.8   Elect Director Irene B. Rosenfeld
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Avery Dennison Corp. *AVY*       053611109                          02/23/04               700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt


05/06/04 - A     Avon Products, Inc. *AVP*        054303102                          03/15/04             1,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Report on Feasibility of Removing     Against    Against                ShrHoldr
                       Parabens from Company Products
                 6     Report on Feasibility of Removing     Against    Against                ShrHoldr
                       Dibutyl Phthalate from Company
                       Products


04/28/04 - A     Baker Hughes Incorporated        057224107                          03/03/04             1,700
                 *BHI*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Edward P. Djerejian
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes  from   independent   outsiders
                          Charles  L.  Watson,  H. John  Riley,  Jr.,  and
                          Edward P.  Djerejian  for  failure to  implement
                          the board declassification proposal.
                 1.2   Elect Director H. John Riley, Jr.
                       --- Withhold
                 1.3   Elect Director Charles L. Watson
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Baker Hughes does not have a rights  plan.  Last
                          year the board  adopted a policy that any future
                          poison  pill must be  ratified  by  shareholders
                          either at the time of  adoption  or, if  advised
                          by a committee of independent directors,  within
                          a year of  adoption  or else the pill  will then
                          expire.  We believe  that such a policy  strikes
                          an  appropriate   balance  between  the  board's
                          exercise  of its  fiduciary  duty and the rights
                          of  shareholders to ensure that a future pill is
                          not used in an abusive fashion.


04/28/04 - A     Ball Corp. *BLL*                 058498106                          03/01/04               300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Bank of America Corp. *BAC*      060505104                          04/07/04            10,447
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William Barnet, III
                       --- For
                 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 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
                 6     Establish Independent Committee to    Against    Against                ShrHoldr
                       Review Mutual Fund Policy
                          In  view  of  the  company's   efforts  and  the
                          disclosure  expected  with the final  settlement
                          agreement,  we do not support  this  proposal at
                          this time.
                 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             5,500
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Bausch & Lomb Inc. *BOL*         071707103                          03/01/04               300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Baxter International Inc.        071813109                          03/05/04             3,000
                 *BAX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provide for Cumulative Voting         Against    Against                ShrHoldr


04/27/04 - A     BB&T Corporation *BBT*           054937107                          03/08/04             2,700
                 1     Amend Articles                        For        Against                Mgmt
                          Proposals would repeal classified board.
                 2     Amend Bylaws                          For        Against                Mgmt
                 3     Elect Directors                       For        Split                  Mgmt
                 3.1   Elect Director John A. Allison Iv
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsiders  Albert  F.
                          Zettlemoyer  and  Ronald E. Deal.  We  recommend
                          that shareholders  WITHHOLD votes from Albert F.
                          Zettlemoyer  and Ronald E. Deal for  standing as
                          affiliated  outsiders  on the  Compensation  and
                          Nominating committees.
                 3.2   Elect Director Ronald E. Deal ---
                       Withhold
                 3.3   Elect Director Tom D. Efird --- For
                 3.4   Elect Director Albert O. Mccauley
                       --- For
                 3.5   Elect Director Barry J. Fitzpatrick
                       --- For
                 3.6   Elect Director J. Holmes Morrison
                       --- For
                 3.7   Elect Director Jennifer S. Banner
                       --- For
                 3.8   Elect Director Albert F.
                       Zettlemoyer --- Withhold
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Review Executive Compensation Policy  Against    For                    ShrHoldr
                          We  recognize  the  board's  efforts  to  retain
                          Mercer to evaluate  its  executive  compensation
                          practices.   However,   while  not  exclusively,
                          stock  returns  are  an  important   measure  of
                          performance  which  is  not  currently  used  by
                          BB&T.  The  company's  stock has  underperformed
                          its  peers  over  one- and  three-year  periods,
                          which  supports the argument  that stock returns
                          should   be   incorporated   as  a   performance
                          criteria.    Therefore,    we   recommend   that
                          shareholders support this proposal.


04/26/04 - A     Bellsouth Corp. *BLS*            079860102                          03/08/04             9,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should utilize justifiable  performance criteria
                          and  challenging  performance  benchmarks,   the
                          proposed  caps  on   restricted   stock  grants,
                          severance  payments,  salary and bonus, would be
                          unduly  restrictive.  Thus,  we do  not  support
                          this proposal.
                 6     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to determine the CEO's pay based on
                          a  number  of  factors,   rather  then  have  an
                          arbitrary    cap   to   determine    the   CEO's
                          compensation.    While   we    understand    the
                          proponents'  concerns with  escalating  CEO pay,
                          we  believe  that  the  proposed  cap  would  be
                          unduly  restrictive.  Thus,  we do  not  support
                          this proposal.
                 7     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/06/04 - A     Bemis Company, Inc. *BMS*        081437105                          03/12/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


06/24/04 - A     Best Buy Co., Inc. *BBY*         086516101                          04/26/04             1,650
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/18/04 - A     Big Lots Inc. *BLI*              089302103                          03/26/04               600
                 1     Elect Directors                       For        For                    Mgmt


06/16/04 - A     BIOGEN IDEC INC *BIIB*           09062X103                          04/20/04             1,690
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     Boise Cascade Corp. *BCC*        097383103                          02/23/04               600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     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.  As such, we
                          do  not  believe  that  this   proposal   merits
                          shareholder approval.


05/11/04 - A     Boston Scientific Corp. *BSX*    101137107                          03/19/04             4,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Bristol-Myers Squibb Co. *BMY*   110122108                          03/08/04             9,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Peter R. Dolan ---
                       For
                 1.2   Elect Director Louis V. Gerstner,
                       Jr. --- For
                 1.3   Elect Director Leif Johansson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 4     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       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.


04/29/04 - A     Broadcom Corp. *BRCM*            111320107                          03/05/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 63.26
                          percent  is  above  the  allowable  cap for this
                          company  of 12.40  percent.  Additionally,  this
                          company  has  repriced  stock  options   without
                          shareholder  approval  in  the  past.  The  plan
                          allows  repricing of  underwater  stock  options
                          without shareholder  approval,  which we believe
                          reduces the incentive value of the plan.
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Brunswick Corp. *BC*             117043109                          03/02/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Burlington Northern Santa Fe     12189T104                          02/27/04             1,900
                 Corp. *BNI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Alan L. Boeckmann
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsiders   Marc  F.
                          Racicot  and  Vilma S.  Martinez.  We  recommend
                          that  shareholders  WITHHOLD  votes from Marc F.
                          Racicot and Vilma S.  Martinez  for  standing as
                          affiliated   outsiders  on  the   Directors  and
                          Corporate Governance Committee,  which serves as
                          the nominating committee.
                 1.2   Elect Director Vilma S. Martinez
                       --- Withhold
                 1.3   Elect Director Marc F. Racicot ---
                       Withhold
                 1.4   Elect Director Roy S. Roberts ---
                       For
                 1.5   Elect Director Matthew K. Rose ---
                       For
                 1.6   Elect Director Marc J. Shapiro ---
                       For
                 1.7   Elect Director J.C. Watts, Jr. ---
                       For
                 1.8   Elect Director Robert H. West ---
                       For
                 1.9   Elect Director J. Steven Whisler
                       --- For
                 1.10  Elect Director Edward E. Whitacre,
                       Jr. --- For
                 1.11  Elect Director Michael B. Yanney
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Burlington Resources Inc. *BR*   122014103                          02/23/04               900
                 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
                 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


04/29/04 - A     Capital One Financial Corp.      14040H105                          02/29/04             1,100
                 *COF*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/04/04 - A     Caremark Rx, Inc. *CMX*          141705103                          04/01/04             2,200
                 1     Elect Directors                       For        For                    Mgmt


04/22/04 - A     Carnival Corp. *CCL*             143658300                          02/23/04               100
                       Meeting for Holders of ADRs
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     TO AUTHORIZE THE AUDIT COMMITTEE OF   For        For                    Mgmt
                       CARNIVAL PLC TO AGREE THE
                       REMUNERATION OF THE INDEPENDENT
                       AUDITORS.
                 4     TO RECEIVE THE ACCOUNTS AND REPORTS   For        For                    Mgmt
                       FOR CARNIVAL PLC FOR THE FINANCIAL
                       PERIOD ENDED NOVEMBER 30, 2003.
                 5     TO APPROVE THE DIRECTORS              For        For                    Mgmt
                       REMUNERATION REPORT OF CARNIVAL PLC.
                 6     TO APPROVE LIMITS ON THE AUTHORITY    For        For                    Mgmt
                       TO ALLOT SHARES BY CARNIVAL PLC.
                 7     TO APPROVE THE DISAPPLICATION OF      For        For                    Mgmt
                       PRE-EMPTION RIGHTS FOR CARNIVAL PLC
                       SHARES.


04/14/04 - A     Caterpillar Inc. *CAT*           149123101                          02/17/04             1,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Although we commend  the  company for  approving
                          the  TIDE  provision  to  the  company's  rights
                          plan,  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.
                 5     Report on Equipment Sales to Israel   Against    Against                ShrHoldr
                          In  this  case,  we  agree  with  the  company's
                          statement on the issue.  While we recommend that
                          Caterpillar  continuously  review  the risks and
                          opportunities  associated  with each market that
                          the  company  operates  in,  it would be  overly
                          burdensome  and  potentially  costly to  monitor
                          and  respond  to issues  resulting  from the end
                          use of the company's products.  Further, we note
                          that Caterpillar  complies with current laws and
                          regulations regarding international  operations.
                          Additionally,    we   agree   that    government
                          officials and  organizations  can better address
                          the political aspects of this proposal,  and may
                          represent  a more  appropriate  forum  for these
                          concerns.   As   such,   we  do  not   recommend
                          shareholder  support  for this  proposal at this
                          time.
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/20/04 - A     Cendant Corporation *CD*         151313103                          02/23/04             4,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                       Shareholder Proposals
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


06/03/04 - A     CENTERPOINT ENERGY INC *CNP*     15189T107                          04/05/04             1,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Robert T. O'Connell
                       --- For
                 1.2   Elect Director Milton Carroll ---
                       For
                 1.3   Elect Director John T. Cater --- For
                 1.4   Elect Director Michael E. Shannon
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          While  we do like  some of the  elements  of the
                          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    performance   and   time-based
                          restricted  stock,  we believe  the  proposal is
                          unduly restrictive.  As such, this item does not
                          warrant shareholder approval.
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/06/04 - A     CenturyTel, Inc. *CTL*           156700106                          03/08/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Charter One Financial, Inc.      160903100                          02/23/04             1,076
                 *CF*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Patrick J. Agnew ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions of Mark Shaevsky,  Ronald F. Poe, and
                          Patrick   J.   Agnew.    We    recommend    that
                          shareholders  WITHHOLD  votes  from  Patrick  J.
                          Agnew for standing as an affiliated  outsider on
                          the  Nominating  Committee  and Audit  Committee
                          members  Mark  Shaevsky  and  Ronald  F. Poe for
                          paying excessive non-audit fees.
                 1.2   Elect Director Denise Marie Fugo
                       --- For
                 1.3   Elect Director Charles John Koch
                       --- For
                 1.4   Elect Director Ronald F. Poe --- For
                 1.5   Elect Director Jerome L. Schostak
                       --- For
                 1.6   Elect Director Mark Shaevsky --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     ChevronTexaco Corp. *CVX*        166764100                          03/01/04             5,178
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Shareholder Rights Plan         For        For                    Mgmt
                       (Poison Pill) Policy
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          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
                 9     Report on Renewable Energy            Against    Against                ShrHoldr


05/27/04 - A     Chiron Corp. *CHIR*              170040109                          03/29/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          We commend the company for expressly  forbidding
                          the  repricing of stock  options under the plan.
                          We approve the stock purchase program  component
                          because the plan  complies  with  Section 423 of
                          the Internal  Revenue Code, the number of shares
                          reserved   is   relatively   conservative,   the
                          offering  period  is  reasonable,  and there are
                          limitations on  participation.          However,
                          the total cost of the  company's  plans of 17.46
                          percent  is  above  the  allowable  cap for this
                          company   of  10.28   percent.   Therefore,   we
                          recommend AGAINST this bundled plan.
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     CIGNA Corp. *CI*                 125509109                          03/01/04               600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/24/04 - A     Cincinnati Financial Corp.       172062101                          02/27/04               900
                 *CINF*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael Brown --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent   outsider  John  M.
                          Shepherd  and  affiliated   outsider  Robert  C.
                          Schiff. We recommend that shareholders  WITHHOLD
                          votes from Robert C. Schiff for poor  attendance
                          and audit committee  member John M. Shepherd for
                          paying excessive non-audit fees.
                 1.2   Elect Director Dirk J. Debbink ---
                       For
                 1.3   Elect Director Robert C. Schiff ---
                       Withhold
                 1.4   Elect Director John M. Shepherd ---
                       Withhold
                 1.5   Elect Director Douglas S. Skidmore
                       --- For
                 2     Ratify Auditors                       For        Against                Mgmt


05/04/04 - A     Cinergy Corp. *CIN*              172474108                          03/05/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/15/04 - A     Circuit City Stores, Inc. *CC*   172737108                          04/21/04             1,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Citigroup Inc. *C*               172967101                          02/27/04            25,306
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We feel 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.  While
                          we are concerned  that certain  companies  award
                          compensation  packages without  consideration of
                          performance  hurdles,   being  unable  to  issue
                          stock   options   could  hinder  the   company's
                          ability   to  attract   and   retain   competent
                          executive   officers.   As  such,  we  recommend
                          shareholders oppose this request.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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


05/18/04 - A     Citizens Communications Co.      17453B101                          03/19/04             1,300
                 *CZN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote


05/13/04 - A     Citrix Systems, Inc. *CTXS*      177376100                          03/15/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Mark B. Templeton
                       --- For
                 1.2   Elect Director Kevin R. Compton ---
                       For
                 1.3   Elect Director Stephen M. Dow ---
                       For
                 2     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


04/28/04 - A     Clear Channel Communications,    184502102                          03/08/04             3,000
                 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


04/30/04 - A     Coca-Cola Enterprises Inc.       191219104                          03/04/04             2,200
                 *CCE*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Amend Deferred Compensation Plan      For        For                    Mgmt
                 5     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 6     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 7     Ratify Auditors                       For        For                    Mgmt
                 8     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          In this case,  we believe  that the  ceiling set
                          by the  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.
                 9     Report on Recycling Policy            Against    Against                ShrHoldr


05/07/04 - A     Colgate-Palmolive Co. *CL*       194162103                          03/09/04             2,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We support 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.  This proposal also
                          allows the company to seek shareholder  approval
                          after the material  terms of the agreement  have
                          been agreed  upon.  Therefore,  we support  this
                          proposal.
                 5     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr
                 6     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/26/04 - A     Comcast Corp. *CMCSA*            20030N101                          03/15/04            11,187
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director S. Decker Anstrom
                       --- For
                 1.2   Elect Director C. Michael Armstrong
                       --- For
                 1.3   Elect Director Kenneth J. Bacon ---
                       For
                 1.4   Elect Director Sheldon M. Bonovitz
                       --- For
                 1.5   Elect Director Julian A. Brodsky
                       --- For
                 1.6   Elect Director Joseph L. Castle, II
                       --- For
                 1.7   Elect Director J. Michael Cook ---
                       For
                 1.8   Elect Director Brian L. Roberts ---
                       For
                 1.9   Elect Director Ralph J. Roberts ---
                       For
                 1.10  Elect Director Dr. Judith Rodin ---
                       For
                 1.11  Elect Director Michael I. Sovern
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Restricted Stock Plan           For        For                    Mgmt
                 4     Amend                                 For        For                    Mgmt
                       Articles/Bylaws/Charter-Non-Routine
                 5     Require Two-Thirds Majority of        Against    For                    ShrHoldr
                       Independent Directors on Board
                          Currently,   according  to  our   definition  of
                          independence,   the  board   consists   of  four
                          insiders,  one  affiliated  outsiders,  and  six
                          independent  outsiders.  A majority of the board
                          members are independent  outsiders,  however, we
                          prefer  that  a  substantial   majority  of  the
                          directors  be   independent.   In  the  case  of
                          Comcast,    we   believe   that   a   two-thirds
                          independent board is particularly  important due
                          to Comcast's dual class ownership  structure and
                          several  insiders   currently   sitting  on  the
                          board.   Therefore,  we  recommend  shareholders
                          support this proposal.
                 6     Political Contributions/Activities    Against    Against                ShrHoldr
                          In light of the potential costs  associated with
                          the   requested   report,   we  recommend   that
                          shareholders oppose this request.
                 7     Nominate Two Directors for every      Against    For                    ShrHoldr
                       open Directorships
                          Since  approval of this  proposal  will  provide
                          shareholders  with  greater  choice  during  the
                          director  election  process,  we recommend  that
                          shareholders support this initiative.
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          We oppose  this item  because it could place the
                          company  at  a   competitive   disadvantage   in
                          attempting to attract a qualified CEO.
                 9     Adopt a Recapitalization Plan         Against    For                    ShrHoldr
                          As  a  non-binding   proposal,  we  support  the
                          request   for  the  company  to  take  steps  to
                          develop  a  recapitalization  plan  where all of
                          the company's  outstanding  stock would have one
                          vote.  In general,  we believe  that  simplified
                          capital  structures  where voting  interests are
                          proportional    to   economic    interests   are
                          preferable  to  dual  class   structures   where
                          management owns supervoting stock.


05/18/04 - A     Comerica Inc. *CMA*              200340107                          03/22/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


06/15/04 - A     Comverse Technology, Inc.        205862402                          04/27/04             1,100
                 *CMVT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     ConocoPhillips *COP*             20825C104                          03/10/04             3,348
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Report on Drilling in the Arctic      Against    Against                ShrHoldr
                       National Wildlife Refuge


05/17/04 - A     Consolidated Edison, Inc. *ED*   209115104                          03/29/04             1,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Vincent A. Calarco
                       --- For
                 1.2   Elect Director George Campbell, Jr.
                       --- For
                 1.3   Elect Director Gordon J. Davis ---
                       For
                 1.4   Elect Director Michael J. Del
                       Giudice --- For
                 1.5   Elect Director Joan S. Freilich ---
                       For
                 1.6   Elect Director Ellen V. Futter ---
                       For
                 1.7   Elect Director Sally
                       Hernandez-Pinero --- For
                 1.8   Elect Director Peter W. Likins ---
                       For
                 1.9   Elect Director Eugene R. McGrath
                       --- For
                 1.10  Elect Director Frederic V. Salerno
                       --- For
                 1.11  Elect Director Stephen R. Volk ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Increase Disclosure of Executive      Against    For                    ShrHoldr
                       Compensation
                          We believe that  approval of this  proposal will
                          provide greater  transparency  for  shareholders
                          on the company's executive compensation issues.


05/21/04 - A     Constellation Energy Group,      210371100                          03/19/04             1,000
                 Inc. *CEG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Convergys Corp. *CVG*            212485106                          03/01/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Corning Inc. *GLW*               219350105                          03/01/04             6,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeremy R. Knowles
                       --- For
                 1.2   Elect Director Eugene C. Sit --- For
                 1.3   Elect Director William D. Smithburg
                       --- For
                 1.4   Elect Director Hansel E. Tookes II
                       --- For
                 1.5   Elect Director Wendell P. Weeks ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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  other
                          companies.  Accordingly,  we  believe  that this
                          proposal warrants shareholder support.


06/16/04 - A     Countrywide Financial Corp.      222372104                          04/19/04             1,350
                 *CFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/26/04 - A     Crane Co. *CR*                   224399105                          02/27/04               300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 5     Implement MacBride Principles         Against    Against                ShrHoldr


05/05/04 - A     CSX Corp. *CSX*                  126408103                          03/05/04             1,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director E.E. Bailey --- For
                 1.2   Elect Director R.L. Burrus, Jr. ---
                       For
                 1.3   Elect Director E.J. Kelly, III ---
                       For
                 1.4   Elect Director R.D. Kunisch --- For
                 1.5   Elect Director S.J. Morcott --- For
                 1.6   Elect Director D.M. Ratcliffe ---
                       For
                 1.7   Elect Director C.E. Rice --- For
                 1.8   Elect Director W.C. Richardson ---
                       For
                 1.9   Elect Director F.S. Royal, M.D. ---
                       For
                 1.10  Elect Director D.J. Shepard --- For
                 1.11  Elect Director M.J. Ward --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We generally  oppose  proposals that seek to set
                          absolute  levels on  compensation  or  otherwise
                          dictate  the  amount  or form  of  compensation.
                          Further,  we believe  that it is  beneficial  to
                          shareholders   to   have   company   executives'
                          compensation   closely  tied  to  the  company's
                          performance.  Therefore  we  believe  that  this
                          proposal  would unduly  restrict  the  company's
                          flexibility  to design  employment and incentive
                          arrangements,  and would place the company in an
                          uncompetitive   position   in   attracting   and
                          retaining qualified executives.
                 4     Submit Shareholder Rights Plan        Against    For                    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.  The  board has
                          taken  an  important  first  step in  addressing
                          shareholder  concerns by  redeeming  an existing
                          pill. However,  the board has not fully complied
                          with  the   previously   supported   shareholder
                          proposal  regarding  poison  pills.  We consider
                          withholding   votes  for  directors  who  ignore
                          shareholder  proposals that have been passed two
                          years in a row. With respect to the  shareholder
                          proposal  regarding  poison  pills,  we  do  not
                          consider  the  two-year   shareholder   approval
                          clock  as  having  been  reset  because  of  the
                          company's  half-step  towards  implementing  the
                          will of  shareholders.  We will closely  monitor
                          management's  response  to this  year's  vote on
                          this proposal, and if necessary,  will recommend
                          the  withholding  of votes for directors at next
                          year's meeting.
                 5     Limit Awards to Executives            Against    For                    ShrHoldr
                          We are broadly in favor of  proposals to require
                          golden   parachutes   or   executive   severance
                          agreements  to  be  submitted  for   shareholder
                          ratification,   unless  the  proposal   requires
                          shareholder  approval  prior  to  entering  into
                          employment contracts.  Although the terms of the
                          proposal  define "future  severance  agreements"
                          as including  employment  agreements  containing
                          severance  provisions,   ratification  prior  to
                          entering an  employment  contract  would only be
                          necessary   where   that   severance   provision
                          exceeded  the 2.99 times salary plus bonus test.
                          Further,  the  proposal  allows for  shareholder
                          approval to be sought after the  material  terms
                          of the agreement are agreed upon. Therefore,  we
                          believe the proposal warrants support.


04/06/04 - A     Cummins , Inc. *CMI*             231021106                          02/16/04               300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert J. Darnall
                       --- For
                 1.2   Elect Director John M. Deutch ---
                       Withhold
                 1.3   Elect Director Alexis M. Herman ---
                       For
                 1.4   Elect Director William I. Miller
                       --- For
                 1.5   Elect Director William D.
                       Ruckelshaus --- For
                 1.6   Elect Director Theodore M. Solso
                       --- For
                 1.7   Elect Director J. Lawrence Wilson
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     CVS Corporation *CVS*            126650100                          03/15/04             1,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director W. Don Cornwell ---
                       For
                 1.2   Elect Director Thomas P. Gerrity
                       --- For
                 1.3   Elect Director Stanley P. Goldstein
                       --- For
                 1.4   Elect Director Marian L. Heard ---
                       For
                 1.5   Elect Director William H. Joyce ---
                       For
                 1.6   Elect Director Terry R. Lautenbach
                       --- For
                 1.7   Elect Director Terrence Murray ---
                       For
                 1.8   Elect Director Sheli Z. Rosenberg
                       --- For
                 1.9   Elect Director Thomas M. Ryan ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          While  we do like  some of the  elements  of the
                          proposal,  such as the  annual  bonus  based  on
                          well-defined    quantitative   and   qualitative
                          performance  measures,  granting  of  restricted
                          stock  based  on   achievement   of  justifiable
                          performance   criteria,   we  believe   that  an
                          independent  Compensation  Committee 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.  We believe this proposal is
                          too  restrictive,   as  it  would  limit  equity
                          awards to  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.


04/19/04 - A     Dana Corp. *DCN*                 235811106                          03/01/04               700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Delphi Corp. *DPH*               247126105                          03/08/04             2,700
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Oscar de Paula
                       Bernardes Neto --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from  independent  outsiders John
                          D.  Opie,  Dr.  Bernd  Gottschalk,  and Oscar de
                          Paula  Bernardes  Neto for failure to  implement
                          the poison pill proposal.
                 1.2   Elect Director Dr. Bernd Gottschalk
                       --- Withhold
                 1.3   Elect Director John D. Opie ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be redeemed  and any new pill be put to a
                          shareholder vote. Furthermore,  this shareholder
                          proposal  has  been  put  forth  to vote for the
                          fourth  time.  We continue to believe  that this
                          shareholder proposal warrants support.
                 6     Declassify the Board of Directors     Against    Against                ShrHoldr
                 7     Amend Workplace Code of Conduct       Against    Abstain                ShrHoldr


04/23/04 - A     Delta Air Lines, Inc. *DAL*      247361108                          03/01/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward H. Budd ---
                       For
                 1.2   Elect Director George M.C. Fisher
                       --- For
                 1.3   Elect Director David R. Goode ---
                       For
                 1.4   Elect Director Gerald Grinstein ---
                       For
                 1.5   Elect Director John F. Smith, Jr.
                       --- For
                 1.6   Elect Director Joan E. Spero --- For
                 1.7   Elect Director Larry D. Thompson
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Limit Awards to Executives            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  view  the  proposal  as
                          restrictive.  We also recognize, that in view of
                          Delta's struggling performance,  executives have
                          foregone  the  2003  annual  incentive  bonuses,
                          which reflects the  pay-for-performance  linkage
                          that  we  advocate.   We  do  not  support  this
                          proposal at this time.
                 5     Submit Executive Pension Benefit To   Against    For                    ShrHoldr
                       Vote
                          While  we  acknowledge   that  many   executives
                          negotiate  additional  credit  when they  switch
                          companies  because  of the  forfeited  benefits,
                          the  company's   liability   arising  from  such
                          benefits  can be quite  significant,  therefore,
                          it  merits  more   disclosure  and   shareholder
                          scrutiny.  The funded  structure  of the plan is
                          quite  unusual and  extremely  costly for Delta,
                          especially   given   its   difficult   financial
                          condition  and  the  underfunded  status  of its
                          defined benefit plans.  The funded  structure of
                          the plan was  intended to improve the  retention
                          of executives;  however, several executives left
                          after the  program was  implemented.          We
                          recognize  that the company has  terminated  the
                          remaining  20 percent  funding of such  benefits
                          and   has   made   changes   to  its   executive
                          compensation    practices,    including   salary
                          reductions,  no annual  incentive award for 2003
                          for all top five  executives,  relinquishing  of
                          stock  grants  and the 2002  retention  bonus by
                          the CEO.  We also give credit to the company for
                          implementing  a policy  of  seeking  shareholder
                          approval  for future on  severance  packages  in
                          excess  of 2.99x  the  executive's  salary  plus
                          bonus,  upon  receiving  majority  support  of a
                          shareholder  proposal  in 2003.  However,  given
                          the  potential  size of the benefits in question
                          and Delta's  controversial funded structure,  we
                          think   that   a   shareholder   vote   on   the
                          extraordinary  benefits outlined in the proposal
                          is   warranted  as  a  part  of  a  "checks  and
                          balances"  system  to  ensure   reasonable  SERP
                          terms for future agreements.
                 6     Limit Executive Compensation          Against    Against                ShrHoldr
                          As  stated in our  analysis  of  proposal  4, we
                          support  the  use of  performance-based  pay and
                          believe there should be strong  linkage  between
                          compensation   and  performance  at  the  senior
                          executive  level.  Delta has made changes to its
                          executive  compensation   practices,   including
                          salary  reductions,  no annual  incentive  award
                          for   2003   for   all  top   five   executives,
                          relinquishing  of  stock  grants  and  the  2002
                          retention  bonus by the CEO. We also  recognize,
                          that in view of Delta's performance,  executives
                          have   foregone   the  2003   annual   incentive
                          bonuses, which reflects the  pay-for-performance
                          linkage that we  advocate.  Given the steps that
                          Delta  has  already  made to align  compensation
                          with  shareholders'   interests  and  given  its
                          struggling    performance   and   the   industry
                          prolonged   downturn,   we   believe   that  the
                          proponent's  benchmark of six fiscal quarters of
                          profitability is quite restrictive.


05/04/04 - A     Deluxe Corp. *DLX*               248019101                          03/08/04               400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Ronald E. Eilers ---
                       For
                 1.2   Elect Director Charles A. Haggerty
                       --- For
                 1.3   Elect Director William A. Hawkins,
                       III --- For
                 1.4   Elect Director Cheryl M. McKissack
                       --- For
                 1.5   Elect Director Lawrence J. Mosner
                       --- For
                 1.6   Elect Director Stephen P.
                       Nachtsheim --- For
                 1.7   Elect Director Mary Ann O'Dwyer ---
                       For
                 1.8   Elect Director Martyn R. Redgrave
                       --- For
                 1.9   Elect Director Robert C. Salipante
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should    utilize    justifiable     performance
                          criteria,  the proposed caps on restricted stock
                          grants,  severance  payments,  salary and bonus,
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.


06/08/04 - A     Devon Energy Corp. *DVN*         25179M103                          04/09/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Thomas F. Ferguson
                       --- For
                 1.2   Elect Director Peter J. Fluor ---
                       For
                 1.3   Elect Director David M. Gavin ---
                       For
                 1.4   Elect Director Michael E. Gellert
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Require a Majority Vote for the       Against    Against                ShrHoldr
                       Election of Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election   of   directors   of   publicly-traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


05/15/04 - A     Dillard's, Inc. *DDS*            254067101                          03/31/04               500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Implement ILO Based Code of Conduct   Against    Abstain                ShrHoldr


05/25/04 - A     Dollar General Corp. *DG*        256669102                          03/22/04             1,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Dominion Resources, Inc. *D*     25746U109                          02/27/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Susan B. Allen ---
                       For
                 1.2   Elect Director Peter W. Brown ---
                       For
                 1.3   Elect Director Ronald J. Calise ---
                       For
                 1.4   Elect Director Thos. E. Capps ---
                       For
                 1.5   Elect Director George A. Davidson,
                       Jr. --- For
                 1.6   Elect Director John W. Harris ---
                       For
                 1.7   Elect Director Robert S. Jepson,
                       Jr. --- For
                 1.8   Elect Director Benjamin J. Lambert,
                       III --- For
                 1.9   Elect Director Richard L.
                       Leatherwood --- For
                 1.10  Elect Director Margaret A. McKenna
                       --- For
                 1.11  Elect Director Kenneth A. Randall
                       --- For
                 1.12  Elect Director Frank S. Royal ---
                       For
                 1.13  Elect Director S. Dallas Simmons
                       --- For
                 1.14  Elect Director Robert H. Spilman
                       --- For
                 1.15  Elect Director David A. Wollard ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Executive Compensation to      Against    Against                ShrHoldr
                       Vote
                          We   believe   that  such   proposal   will  put
                          unnecessary  restrictions  on  grants  of awards
                          since any plan  allowing  for grant of incentive
                          stock   options   requires   prior   shareholder
                          approval.    This   item   does   not    warrant
                          shareholder approval.


04/20/04 - A     Dover Corp. *DOV*                260003108                          02/27/04             1,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David H. Benson ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Gary L. Roubos.  We recommend  that
                          shareholders  WITHHOLD votes from Gary L. Roubos
                          for  standing as an  affiliated  outsider on the
                          Audit  Committee and Gary L. Roubos for standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.2   Elect Director Jean-Pierre M. Ergas
                       --- For
                 1.3   Elect Director Kristiane C. Graham
                       --- For
                 1.4   Elect Director Ronald L. Hoffman
                       --- For
                 1.5   Elect Director James L. Koley ---
                       For
                 1.6   Elect Director Richard K. Lochridge
                       --- For
                 1.7   Elect Director Thomas L. Reece ---
                       For
                 1.8   Elect Director Bernard G. Rethore
                       --- For
                 1.9   Elect Director Gary L. Roubos ---
                       Withhold
                 1.10  Elect Director Michael B. Stubbs
                       --- For
                 2     Approve Omnibus Stock Plan            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.


04/21/04 - A     Dow Jones & Co., Inc. *DJ*       260561105                          02/27/04               500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Irvine O. Hockaday,
                       Jr. --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsider  Dieter von
                          Holtzbrinck and  independent  outsider Vernon E.
                          Jordan,  Jr..  We  recommend  that  shareholders
                          WITHHOLD votes from Dieter von  Holtzbrinck  and
                          from Vernon E. Jordan, Jr. for poor attendance.
                 1.2   Elect Director Vernon E. Jordan,
                       Jr. --- Withhold
                 1.3   Elect Director Lewis B. Campbell
                       --- For
                 1.4   Elect Director Dieter von
                       Holtzbrinck --- Withhold
                 1.5   Elect Director Elizabeth Steele ---
                       For
                 2     Ratify Auditors                       For        Against                Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/29/04 - A     DTE Energy Co. *DTE*             233331107                          03/01/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Duke Energy Corp. *DUK*          264399106                          03/15/04             4,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Paul M. Anderson ---
                       For
                 1.2   Elect Director Ann M. Gray --- For
                 1.3   Elect Director Michael E.J. Phelps
                       --- Withhold
                 1.4   Elect Director James T. Rhodes ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr


05/27/04 - A     E*Trade Group, Inc. *ET*         269246104                          04/05/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     E.I. Du Pont De Nemours & Co.    263534109                          03/09/04             4,900
                 *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
                 4     Adopt and Report on a Code of         Against    Abstain                ShrHoldr
                       Corporate Conduct
                 5     Limit Executive Compensation          Against    For                    ShrHoldr
                          Due to  escalating  executive  pay and the  fact
                          that the report  requested  will shed some light
                          on company's  pay  practices  and  policies,  we
                          believe that this proposal warrants  shareholder
                          approval.


05/06/04 - A     Eastman Chemical Co. *EMN*       277432100                          03/15/04               500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Renee J. Hornbaker
                       --- For
                 1.2   Elect Director Thomas H. McLain ---
                       For
                 1.3   Elect Director Peter M. Wood --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  note   that   the   company   has   negative
                          three-year   total   shareholder   return,   but
                          positive  one year  TSR,  and the  total  direct
                          compensation  to the company's CEO has decreased
                          by 53.21  percent  from  fiscal  2002 to  fiscal
                          2003.  We further note that the company has been
                          proactive   in  its   effort  to  link  pay  and
                          performance  among its top  executives  and that
                          executive   compensation   is   analyzed  by  an
                          independent  Compensation Committee.          We
                          believe   that   an   independent   Compensation
                          Committee   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,  we believe this proposal
                          is too  restrictive,  as it would  limit  equity
                          awards  to  time-based   restricted  shares.  As
                          such,  this  item does not  warrant  shareholder
                          approval.


05/12/04 - A     Eastman Kodak Co. *EK*           277461109                          03/15/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William H. Hernandez
                       --- For
                 1.2   Elect Director Hector de J. Ruiz
                       --- For
                 1.3   Elect Director Laura D'Andrea Tyson
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Adopt Chemical Policy                 Against    Against                ShrHoldr
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options,   SARs  and  severance  packages
                          would  effectively  limit the company's  ability
                          to  retain  and  attract  qualified  management.
                          This proposal is too  restrictive,  and does not
                          warrant shareholder approval.


04/28/04 - A     Eaton Corp. *ETN*                278058102                          03/01/04             1,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/24/04 - A     eBay Inc. *EBAY*                 278642103                          04/26/04             3,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Philippe Bourguignon
                       --- For
                 1.2   Elect Director Thomas J. Tierney
                       --- For
                 1.3   Elect Director Margaret C. Whitman
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of 890,000,000 shares is
                          below the allowable  threshold of  1,395,000,000
                          shares.  However,  the  company  stated  that it
                          could use the additional  shares of common stock
                          to oppose a hostile  takeover  attempt  or delay
                          or prevent  changes  in  control or  management.
                          For  instance,   without   further   shareholder
                          approval,  the  company  could  adopt a  "poison
                          pill" that would,  under  certain  circumstances
                          related  to an  acquisition  of shares  that the
                          company did not approve,  give  certain  holders
                          the  right  to  acquire   additional  shares  of
                          common stock at a low price.  The company  could
                          strategically  sell shares of common  stock in a
                          private  transaction  to  purchasers  who  would
                          oppose a takeover  or favor the  current  board.
                                  Since  the additional shares may be used
                          for   management   entrenchment   purposes,   we
                          recommend voting AGAINST this proposal.
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Expense Stock Options                 Against    For                    ShrHoldr
                          We  support  the  general  principle  motivating
                          this  non-binding   proposal.  In  the  wake  of
                          financial   reporting   problems  and  excessive
                          executive  compensation  at companies like Enron
                          Corp.,  Worldcom  Inc.,  and Tyco  International
                          Ltd.,   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.   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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.


05/07/04 - A     Ecolab, Inc. *ECL*               278865100                          03/16/04             1,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Edison International *EIX*       281020107                          03/22/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John E. Bryson ---
                       For
                 1.2   Elect Director France A. Cordova
                       --- For
                 1.3   Elect Director Bradford M. Freeman
                       --- For
                 1.4   Elect Director Bruce Karatz --- For
                 1.5   Elect Director Luis G. Nogales ---
                       For
                 1.6   Elect Director Ronald L. Olson ---
                       For
                 1.7   Elect Director James M. Rosser ---
                       For
                 1.8   Elect Director Richard T.
                       Schlosberg, III --- For
                 1.9   Elect Director Robert H. Smith ---
                       For
                 1.10  Elect Director Thomas C. Sutton ---
                       For
                 2     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, we note that the company's  rights
                          plan was not approved by shareholders.  While we
                          acknowledge  that  the  company  has  adopted  a
                          policy to seek shareholder  approval if the pill
                          were to be  triggered,  the company  established
                          the plan without  shareholder  input, and cannot
                          accelerate its expiration.  After  expiration of
                          the current pill in 2006,  the company will seek
                          shareholder  approval  before  adopting  any new
                          pill,  or  at  least  seek  approval   within  a
                          limited  one-year  period after  implementation.
                          These    protections   are   positive   changes;
                          however,  the company has said nothing regarding
                          additional  shareholder  approval for amendments
                          or  changes  to  the  plan.  In  support  of the
                          principle  that  shareholders  should have input
                          in   decisions   regarding   the   adoption   or
                          implementation  of shareholder  rights plans, we
                          recommend shareholders support this request.


05/25/04 - A     Electronic Data Systems Corp.    285661104                          03/29/04             2,300
                 *EDS*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Roger A. Enrico ---
                       For
                 1.2   Elect Director Ellen M. Hancock ---
                       For
                 1.3   Elect Director C. Robert Kidder ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder  vote or redeemed
                          and that  any new  pill be put to a  shareholder
                          vote.
                 5     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          We support any  reduction of a company's  voting
                          requirements.


04/19/04 - A     Eli Lilly and Co. *LLY*          532457108                          02/13/04             5,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     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.   We  believe  that  the   Compensation
                          Committee   should  have  the   flexibility   to
                          determine an  executive's  pay based on a number
                          of factors,  rather then have an  arbitrary  cap
                          to determine  executive  compensation.  Although
                          we agree with the proponent  that the restricted
                          share   program   should   utilize   justifiable
                          performance     criteria     and     challenging
                          performance  benchmarks,  the  proposed  caps on
                          restricted  stock  grants,  severance  payments,
                          salary and bonus,  would be unduly  restrictive.
                          Thus, we do not support this proposal.
                 5     Report on Drug Pricing                Against    Against                ShrHoldr


05/05/04 - A     EMC Corp. *EMC*                  268648102                          03/08/04            11,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


05/06/04 - A     Engelhard Corp. *EC*             292845104                          03/15/04               700
                 1     Elect Directors                       For        For                    Mgmt


05/14/04 - A     Entergy Corp. *ETR*              29364G103                          03/17/04             1,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Maureen Scannell
                       Bateman --- For
                 1.2   Elect Director W. Frank Blount ---
                       For
                 1.3   Elect Director Simon D. deBree ---
                       For
                 1.4   Elect Director Claiborne P. Deming
                       --- For
                 1.5   Elect Director Alexis M. Herman ---
                       For
                 1.6   Elect Director Donald C. Hintz ---
                       For
                 1.7   Elect Director J. Wayne Leonard ---
                       For
                 1.8   Elect Director Robert v.d. Luft ---
                       For
                 1.9   Elect Director Kathleen A. Murphy
                       --- For
                 1.10  Elect Director Paul W. Murrill ---
                       For
                 1.11  Elect Director James R. Nichols ---
                       For
                 1.12  Elect Director William A. Percy, II
                       --- For
                 1.13  Elect Director Dennis H. Reilley
                       --- For
                 1.14  Elect Director Wm. Clifford Smith
                       --- For
                 1.15  Elect Director Bismark A.
                       Steinhagen --- For
                 1.16  Elect Director Steven V. Wilkinson
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    Against                ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.
                          However,  the  company  appears to have a policy
                          in place that is  consistent  with the proposal.
                          Therefore,  we believe this proposal is moot and
                          does not warrant shareholder support.
                 4     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options,   SARs  and  severance  packages
                          would  effectively  limit the company's  ability
                          to  retain  and  attract  qualified  management.
                          This proposal is too  restrictive,  and does not
                          warrant shareholder approval.


05/04/04 - A     EOG Resources, Inc. *EOG*        26875P101                          03/08/04               600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director George A. Alcorn ---
                       For
                 1.2   Elect Director Charles R. Crisp ---
                       For
                 1.3   Elect Director Mark G. Papa --- For
                 1.4   Elect Director Edmund P. Segner,
                       III --- For
                 1.5   Elect Director Donald F. Textor ---
                       For
                 1.6   Elect Director Frank G. Wisner ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/28/04 - A     Equifax Inc. *EFX*               294429105                          02/18/04               800
                 1     Elect Directors                       For        For                    Mgmt


05/19/04 - A     Equity Office Properties Trust   294741103                          03/12/04             2,100
                 *EOP*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/28/04 - A     Equity Residential *EQR*         29476L107                          03/29/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles/Bylaws/Charter to      For        For                    Mgmt
                       Remove Antitakeover Provision(s)
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Exelon Corp. *EXC*               30161N101                          03/01/04             1,575
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/26/04 - A     Express Scripts, Inc. *ESRX*     302182100                          03/31/04               400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gary G. Benanav ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Thomas P. Mac Mahon.  We recommend
                          that shareholders  WITHHOLD votes from Thomas P.
                          Mac Mahon for poor attendance.
                 1.2   Elect Director Frank J. Borelli ---
                       For
                 1.3   Elect Director Nicholas J.
                       LaHowchic --- For
                 1.4   Elect Director Thomas P. Mac Mahon
                       --- Withhold
                 1.5   Elect Director John O. Parker, Jr.
                       --- For
                 1.6   Elect Director George Paz --- For
                 1.7   Elect Director Samuel K. Skinner
                       --- For
                 1.8   Elect Director Seymour Sternberg
                       --- For
                 1.9   Elect Director Barrett A. Toan ---
                       For
                 1.10  Elect Director Howard L. Waltman
                       --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Exxon Mobil Corp. *XOM*          30231G102                          04/05/04            34,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael J. Boskin
                       --- For
                 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
                 4     Affirm Political Nonpartisanship      Against    Against                ShrHoldr
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Equatorial Guinea           Against    Against                ShrHoldr
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Amend EEO Statement to Include        Against    Abstain                ShrHoldr
                       Reference to 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.


05/25/04 - A     Fannie Mae *FNM*                 313586109                          04/06/04             5,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/21/04 - A     Federated Department Stores,     31410H101                          04/02/04               900
                 Inc. *FD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr


05/19/04 - A     First Data Corp. *FDC*           319963104                          03/22/04             4,403
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     First Horizon National Corp      337162101                          02/27/04               200
                 *FHN*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert C. Blattberg
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Luke  Yancy
                          III. We  recommend  that  shareholders  WITHHOLD
                          votes  from Luke  Yancy III for  standing  as an
                          affiliated outsider on the Audit Committee.
                 1.2   Elect Director J. Kenneth Glass ---
                       For
                 1.3   Elect Director Michael D. Rose ---
                       For
                 1.4   Elect Director Luke Yancy III ---
                       Withhold
                 1.5   Elect Director Mary F. Sammons ---
                       For
                 2     Change Company Name                   For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     FirstEnergy Corporation *FE*     337932107                          03/23/04             1,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Paul T. Addison ---
                       For
                 1.2   Elect Director Ernest J. Novak, Jr.
                       --- For
                 1.3   Elect Director John M. Pietruski
                       --- For
                 1.4   Elect Director Catherine A. Rein
                       --- For
                 1.5   Elect Director Robert C. Savage ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Reduce Supermajority Vote             For        For                    Mgmt
                       Requirement
                 5     Approve Deferred Compensation Plan    For        For                    Mgmt
                 6     Approve Deferred Compensation Plan    For        For                    Mgmt
                 7     Expense Stock Options                 Against    For                    ShrHoldr
                          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 other forms of  compensation
                          to better  reflect the  company's  true earnings
                          and  provide   additional   discipline   against
                          overuse.
                 8     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder  vote or redeemed
                          and that  any new  pill be put to a  shareholder
                          vote.  Even if the  company's  current pill ends
                          up being  redeemed  as  planned,  this  proposal
                          deserves   shareholder  support  because  of  it
                          calls on the board to submit  future  pills to a
                          shareholder vote as well.
                 9     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 10    Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes and severance plans.


04/06/04 - A     Fiserv, Inc. *FISV*              337738108                          02/13/04               850
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


04/28/04 - A     Fluor Corp. *FLR*                343412102                          03/03/04               200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James T. Hackett ---
                       Withhold
                          We  recommend a vote FOR Kent Kresa but WITHHOLD
                          votes from all the other nominees.  We recommend
                          that shareholders  WITHHOLD votes from Martha R.
                          Seger,  Robin W.  Renwick,  and James T. Hackett
                          for failure to  implement  the option  expensing
                          proposal.
                 1.2   Elect Director Kent Kresa --- For
                 1.3   Elect Director Robin W. Renwick ---
                       Withhold
                 1.4   Elect Director Martha R. Seger ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Non-Employee Director           For        For                    Mgmt
                       Restricted Stock Plan


05/13/04 - A     Ford Motor Company *F*           345370860                          03/17/04             8,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John R. H. Bond ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsiders  John R. H.
                          Bond and  Robert E.  Rubin.  We  recommend  that
                          shareholders  WITHHOLD  votes  from  John  R. H.
                          Bond  and  Robert  E.  Rubin  for   standing  as
                          affiliated  outsiders  on the  Compensation  and
                          Nominating committees.
                 1.2   Elect Director Stephen G. Butler
                       --- For
                 1.3   Elect Director Kimberly A. Casiano
                       --- For
                 1.4   Elect Director Edsel B. Ford II ---
                       For
                 1.5   Elect Director William Clay Ford
                       --- For
                 1.6   Elect Director William Clay Ford,
                       Jr. --- For
                 1.7   Elect Director Irvine O. Hockaday,
                       Jr. --- For
                 1.8   Elect Director Marie-Josee Kravis
                       --- For
                 1.9   Elect Director Richard A. Manoogian
                       --- For
                 1.10  Elect Director Ellen R. Marram ---
                       For
                 1.11  Elect Director Homer A. Neal --- For
                 1.12  Elect Director Jorma Ollila --- For
                 1.13  Elect Director Carl E. Reichardt
                       --- For
                 1.14  Elect Director Robert E. Rubin ---
                       Withhold
                 1.15  Elect Director Nicholas V. Scheele
                       --- For
                 1.16  Elect Director John L. Thornton ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Disclosure of Executive      Against    For                    ShrHoldr
                       Compensation
                          We believe that  approval of this  proposal will
                          provide greater  transparency  for  shareholders
                          on the company's executive compensation issues.
                 4     Establish Other Board Committee       Against    For                    ShrHoldr
                          Although  we have  reservations  about  the fact
                          that the  proposal  neither  sets a limit on the
                          proposed  committee's  duration  nor  stipulates
                          the  committee's  specific  plan of  action,  we
                          agree with the proponent's  basic position.  The
                          Ford family has three seats on the board,  which
                          is  disproportionate  to its  equity  stake.  We
                          believe  that  the  Ford  family's   substantial
                          voting  control  of the  company  is  sufficient
                          enough to point out the need for an  independent
                          committee  to  evaluate  conflicts  of  interest
                          between   family   shareholders   and  nonfamily
                          shareholders.  Ford's  board  formed a committee
                          in   December   2002  to   review   Mr.   Ford's
                          acquisition  of shares in Goldman  Sachs  Group,
                          Inc.'s  1999 IPO.  The  committee,  composed  of
                          directors  Ellen R. Marram,  Irvine O.  Hockaday
                          Jr.,  Homer A. Neal,  Richard A.  Manoogian  and
                          Marie-Josee  Kravis, all independent  directors,
                          was  mandated  to review the stock  purchase  in
                          response   to   a   shareholder    demand.   The
                          shareholder,  Roger Berger,  requested  that Mr.
                          Ford  sell  the  Goldman  Sachs  shares  to  the
                          company at the original  price because Ford is a
                          longstanding  client of  Goldman's,  and not Mr.
                          Ford  himself.   The   committee   rejected  the
                          shareholder  demand  and  subsequently  the full
                          board  accepted the  committee's  recommendation
                          in February  2003.  In February,  Ford Motor Co.
                          chairman   and  CEO   William   Clay   Ford  Jr.
                          announced  he  would  sell  400,000   shares  of
                          Goldman  Sachs  Group  Inc.  and  that he  would
                          donate  profits  then  estimated at $4.7 million
                          to  charity.   The  committee   established   in
                          December  2002  only  reviewed  the  shareholder
                          demand  regarding  the  proceeds  from  the  IPO
                          allocation,   and   did   not   evaluate   other
                          potential  conflicts of interest  between family
                          shareholders  and non-family  shareholders.  Due
                          to Ford family's  substantial  voting control of
                          the  company,  potential  conflict of  interests
                          may   arise  in  the   future.   The   committee
                          suggested  by  the  proponent  may  serve  as  a
                          mechanism  to ensure  that  common  shareholders
                          are  treated   fairly   vis-a-vis   Ford  family
                          shareholders,   should   such  a   conflict   of
                          interest  arise.  In light of our concerns  with
                          the  IPO  allocation  and  the  recapitalization
                          plan, we support this nonbinding proposal.
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We believe that top five compensation  should be
                          linked  to  the  company's  performance.  If the
                          company   has  met  or   exceeded   the   target
                          performance   level,    executives   should   be
                          remunerated  for  their  efforts.   Although  we
                          agree with the principle of  pay-for-performance
                          in setting  executive  pay, we believe  that the
                          cessation  of all  rights,  options,  SARs,  and
                          possible   severance   payments   to  top   five
                          management:   (1)  does  not  resolve  potential
                          disconnects  between pay and performance and (2)
                          would be unduly  restrictive with respect to the
                          company's compensation  strategies.  As such, we
                          recommend a vote AGAINST.
                 6     Amend By Laws Relating to Board       Against    Against                ShrHoldr
                       Independence
                          An  independent  board is one way to assure that
                          shareholder   interests   will   be   adequately
                          represented  by a board that is  independent  of
                          management  and that  does not have an  interest
                          in the company that  differs from the  interests
                          of   other   shareholders.   According   to  our
                          director   classifications,   nine   of  the  16
                          directors  are  independent.  Although  we would
                          prefer  a  two-thirds   independent   board,  we
                          believe  that  the  proponent's   request  would
                          limit the  flexibility  of the  company  without
                          ensuring   the   maintenance   of   a   majority
                          independent  board.  We note that,  according to
                          our  director  classifications,  there  are four
                          affiliated  outside  directors on the board.  We
                          believe  that the  proposed  amendment is not in
                          shareholders'  best  interest  as it:  (1) would
                          not ensure board  independence by not addressing
                          the presence of affiliated  outside directors on
                          the  board and (2)  would  limit  the  company's
                          flexibility  with  regard to board  composition.
                          As such, we recommend a vote AGAINST.
                 7     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


04/27/04 - A     Fortune Brands, Inc. *FO*        349631101                          02/27/04               800
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Anne M. Tatlock ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from independent  outsiders Peter
                          M.  Wilson  and  Anne  M.  Tatlock  and  insider
                          Norman H.  Wesley for failure to  implement  the
                          proposal  to submit  the  company's  shareholder
                          rights plan to a shareholder vote.
                 1.2   Elect Director Norman H. Wesley ---
                       Withhold
                 1.3   Elect Director Peter M. Wilson ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Although the  company's  rights plan  contains a
                          TIDE  provision,  the pill was not  approved  by
                          shareholders   nor  does  it  embody  the  above
                          features that we recommend.  We therefore  agree
                          with the proponent  that the current pill should
                          be put to a  shareholder  vote or redeemed,  and
                          that  any  future  pill be put to a  shareholder
                          vote.


05/21/04 - A     FPL Group, Inc. *FPL*            302571104                          03/16/04             1,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 6     Increase Authorized Common Stock      For        For                    Mgmt


05/06/04 - A     Freeport-McMoRan Copper & Gold   35671D857                          03/12/04               900
                 Inc. *FCX*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert J. Allison,
                       Jr. --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of R. Leigh  Clifford.  We  recommend
                          that  shareholders  WITHHOLD votes from R. Leigh
                          Clifford for poor attendance.
                 1.2   Elect Director R. Leigh Clifford
                       --- Withhold
                 1.3   Elect Director James R. Moffett ---
                       For
                 1.4   Elect Director B. M. Rankin, Jr.
                       --- For
                 1.5   Elect Director J. Taylor Wharton
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Halt Payments to Indonesian Military  Against    Against                ShrHoldr


05/04/04 - A     Gannett Co., Inc. *GCI*          364730101                          03/05/04             1,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James A. Johnson ---
                       For
                 1.2   Elect Director Douglas H.
                       McCorkindale --- For
                 1.3   Elect Director Stephen P. Munn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should    utilize    justifiable     performance
                          criteria,  the proposed caps on restricted stock
                          grants,  severance  payments,  salary and bonus,
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.


05/20/04 - A     Gateway Inc *GTW*                367626108                          03/25/04             1,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Douglas L. Lacey ---
                       For
                          We recommend that  shareholders vote FOR Douglas
                          L. Lacey,  but WITHHOLD votes from insider Wayne
                          R.  Inouye.   We  recommend  that   shareholders
                          WITHHOLD  votes from Wayne R. Inouye for failure
                          to establish a majority independent board.
                 1.2   Elect Director Wayne R. Inouye ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          When   reviewing   requests  for   proposals  on
                          political  contributions,  we take 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 Gateway,  we note
                          that the  company  appears to comply  with state
                          and  local  laws  regarding   contributions   to
                          political     candidates    or    organizations.
                          Furthermore,  the  contributions  are made  with
                          voluntary   donations  through  a  PAC  and  not
                          directly from the company,  and  information  on
                          these PAC  contributions  is  available  through
                          certain public sources.  Therefore, 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.
                 4     Require a Majority Vote for the       Against    Against                ShrHoldr
                       Election of 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  a  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,  floor  nominations  are
                          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 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,  each of  which
                          demonstrates shareholder  dissatisfaction with a
                          company's   proxy  process:   (i)  one  or  more
                          directors  at a company  must  receive  withhold
                          votes  totaling  35 percent or more of the votes
                          cast, or (ii) a shareholder  proposal asking for
                          open  access,  which is submitted by the holders
                          of at  least  one  percent  of the  shares  (and
                          owned for at least one year),  must be  approved
                          by a  majority  of  the  votes  cast.  If one of
                          these  two  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  company's  shares
                          (and   owned  for  at  least  two   years).   In
                          addition,  the  number of  shareholder  nominees
                          permitted  would be  dictated by the size of the
                          board as  follows:  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.  We  support  the  general  principle
                          that  shareholders   should  have  a  choice  in
                          director  elections and input in the  nomination
                          process  greater than they currently enjoy under
                          the plurality  system. We believe that requiring
                          directors  to receive a  majority  of votes cast
                          in an uncontested  election has some merit as it
                          promotes the  accountability  of  directors  and
                          makes a shareholder  vote on director  elections
                          a more powerful signal.  However,  this proposal
                          would  require  directors  to receive a majority
                          of  outstanding  votes.  Requiring  nominees  to
                          obtain the  majority of  outstanding  votes is a
                          much  more  difficult  hurdle,  one which we are
                          not at this  time  ready  to  endorse.  The main
                          concern in  implementing  a  majority  threshold
                          requirement  is that an annual board could be in
                          effect   "decapitated"   by  failure  to  obtain
                          majority  shareholder  support.  In the  case of
                          Gateway,  which  has  a  classified  board,  the
                          concerns  regarding  a  "decapitated"  board are
                          mitigated.   With  staggered   boards,   only  a
                          minority   portion   of  the  board  is  up  for
                          election  each  year,  and  therefore  only such
                          minority  portion may be  adversely  affected by
                          the  failure of that  year's  nominees to obtain
                          majority  shareholder  support.  Irrespective of
                          the  structure  of  the  company's  board,  this
                          proposal  fails to  address  the  implementation
                          mechanism  in the event that  directors  fail to
                          garner the  required  majority  vote.  In such a
                          case,  actual removal of affected  directors may
                          not be feasible or  desirable,  and  alternative
                          measures    may   be   available   to   indicate
                          displeasure  with  the  board  (e.g.,  increased
                          disclosure  requirements for "unratified"  board
                          members).  Given that: (i) the plurality  voting
                          threshold  is the  currently  accepted  standard
                          for  the   election  of  directors  of  publicly
                          traded  companies,  (ii)  approval  of this item
                          could   disrupt   board   operations   and   the
                          company's  financial  performance  in the  event
                          some  or  all of the  director  nominees  do not
                          receive   majority   support   and  do  not  get
                          elected,  (iii) 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 (iv) 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 at this
                          point in time  believe  the  proposed  amendment
                          warrants shareholder support.
                 5     Board Diversity                       Against    Abstain                ShrHoldr


05/05/04 - A     General Dynamics Corp. *GD*      369550108                          03/12/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    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.
                 4     Report on Foreign Military Sales      Against    Against                ShrHoldr


04/28/04 - A     General Electric Co. *GE*        369604103                          03/01/04            49,200
                 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
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 5     Eliminate Animal Testing              Against    Against                ShrHoldr
                 6     Report on Nuclear Fuel Storage Risks  Against    Against                ShrHoldr
                 7     Report on PCB Clean-up                Against    Against                ShrHoldr
                 8     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr
                 9     Prepare Sustainability Report         Against    Against                ShrHoldr
                 10    Limit Composition of Management       Against    Against                ShrHoldr
                       Development and Compensation
                       Committee to Independent Directors
                 11    Report on Pay Disparity               Against    Abstain                ShrHoldr
                 12    Limit Awards to Executives            Against    Against                ShrHoldr
                 13    Limit Board Service for Other         Against    For                    ShrHoldr
                       Companies
                          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
                 15    Hire Advisor/Maximize Shareholder     Against    Against                ShrHoldr
                       Value
                 16    Adopt a Retention Ratio for           Against    Against                ShrHoldr
                       Executives and Directors
                 17    Require 70% to 80% Independent Board  Against    Against                ShrHoldr
                 18    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


06/02/04 - A     General Motors Corp. *GM*        370442105                          04/05/04             2,900
                 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
                          We support the use of performance-based  pay and
                          believes there should be strong linkage  between
                          compensation   and  performance  at  the  senior
                          executive  level.   However,   we  believe  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.
                 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    For                    ShrHoldr
                       Independent Directors
                          Since  approval  of this  proposal  will  ensure
                          independence   on  key  board   committees,   we
                          support this request.
                 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
                          We   generally   support   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,   we   believe   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.


04/19/04 - A     Genuine Parts Co. *GPC*          372460105                          02/12/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                       Shareholder Proposals
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          The  company's  current  pill --  which  was not
                          approved by  shareholders  -- is an  improvement
                          over  the  company's  prior  pill  in that it no
                          longer  contains  a  continuing   director,   or
                          "dead-hand"  provision.  The  current  pill does
                          have our recommended  minimum 20 percent flip-in
                          trigger  threshold,  but  it  does  not  contain
                          either a  sunset  provision  or any  shareholder
                          redemption  provisions.  We therefore agree with
                          the  proponent  that the  company's  poison pill
                          should be subject to a shareholder vote.
                 5     Company-Specific -- Shareholder       Against    Against                ShrHoldr
                       Miscellaneous
                          We generally  recommend that  shareholders  vote
                          against  shareholder  proposals  seeking  to set
                          absolute  levels on  compensation  or  otherwise
                          are  restrictive  in limiting the amount or form
                          of compensation.


05/27/04 - A     Genzyme Corp. *GENZ*             372917104                          03/31/04             1,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Douglas A.
                       Berthiaume --- For
                 1.2   Elect Director Henry E. Blair ---
                       For
                 1.3   Elect Director Gail K. Boudreaux
                       --- For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Increase Authorized Preferred Stock   For        Against                Mgmt
                          In  this  case,   management  has   specifically
                          stated   that  the   shares   will  be  used  in
                          connection  with the poison  pill.  We recommend
                          shareholders   vote   AGAINST   proposals   that
                          increase   authorized   common   stock  for  the
                          explicit  purpose of implementing a rights plan,
                          especially  if the plan has not been approved by
                          shareholders  and  includes  a  trigger  of less
                          than 20 percent.
                 6     Ratify Auditors                       For        For                    Mgmt
                 7     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  Compensation
                          Committee   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,  we believe this proposal
                          is too  restrictive,  as it would  limit  equity
                          awards  to  time-based   restricted  shares.  As
                          such,  this  item does not  warrant  shareholder
                          approval.


05/04/04 - A     Georgia-Pacific Corp. *GP*       373298108                          03/10/04             1,252
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Barbara L. Bowles
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  James  B.  Williams,   David  R.
                          Goode,  Donald V. Fites,  and Barbara L. Bowles.
                          We recommend  that  shareholders  WITHHOLD votes
                          from James B. Williams,  David R. Goode,  Donald
                          V.  Fites,  and Barbara L. Bowles for failing to
                          remove  a  dead-hand,   slow-hand,   or  similar
                          feature in the company's poison pill.
                 1.2   Elect Director Donald V. Fites ---
                       Withhold
                 1.3   Elect Director David R. Goode ---
                       Withhold
                 1.4   Elect Director Karen N. Horn --- For
                 1.5   Elect Director William R. Johnson
                       --- For
                 1.6   Elect Director James B. Williams
                       --- Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Golden West Financial Corp.      381317106                          03/01/04               800
                 *GDW*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of  400,000,000  shares,
                          is above the allowable  threshold of 340,000,000
                          shares.
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Goodrich Corporation *GR*        382388106                          03/08/04               700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Great Lakes Chemical Corp.       390568103                          03/08/04               100
                 *GLK*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James W. Crownover
                       --- For
                 1.2   Elect Director Louis E. Lataif ---
                       For
                 1.3   Elect Director Mack G. Nichols ---
                       For
                 2     Seek Sale of Company/Assets           Against    Against                ShrHoldr
                          In our opinion,  there is no compelling evidence
                          that  the  drastic  measure   described  by  the
                          proponent is in shareholders' best interests.


05/18/04 - A     Guidant Corp. *GDT*              401698105                          03/11/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Maurice A. Cox, Jr.
                       --- For
                 1.2   Elect Director Nancy-Ann Min
                       DeParle --- For
                 1.3   Elect Director Ronald W. Dollens
                       --- For
                 1.4   Elect Director Enrique C. Falla ---
                       For
                 1.5   Elect Director Kristina M. Johnson,
                       Ph.D. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


05/19/04 - A     Halliburton Co. *HAL*            406216101                          03/22/04             2,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Review/Report on Operations in Iran   Against    Against                ShrHoldr
                 4     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          The main  concern  in  implementing  a  majority
                          threshold  requirement  is that an annual  board
                          could in  effect be  "decapitated"  by a failure
                          to   obtain   majority    shareholder   support.
                          Therefore,  given that: (i) the plurality voting
                          threshold  is the  currently  accepted  standard
                          for    the     election    of    directors    of
                          publicly-traded   companies,  (ii)  approval  of
                          this item could  disrupt  board  operations  and
                          the  company's  financial   performance  in  the
                          event some or all of the  director  nominees  do
                          not  receive  majority  support  and do not  get
                          elected,  (iii) requiring a majority vote of the
                          outstanding  shares could in effect  provide for
                          a  supermajority  of  votes  cast,  which  would
                          adversely affect shareholders'  ability to elect
                          directors in a contested election,  and (iv) 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 at this
                          point in time  believe  the  proposed  amendment
                          warrants shareholder support.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/24/04 - A     Harley-Davidson, Inc. *HDI*      412822108                          03/10/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Harrah's Entertainment, Inc.     413619107                          03/01/04               700
                 *HET*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/20/04 - A     Hasbro, Inc. *HAS*               418056107                          03/31/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Implement and Monitor Code of         Against    Against                ShrHoldr
                       Corporate Conduct - ILO Standards


05/27/04 - A     HCA, Inc. *HCA*                  404119109                          04/01/04             2,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Management Stock Purchase Plan  For        For                    Mgmt


05/12/04 - A     Hercules Inc. *HPC*              427056106                          03/22/04               700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles to Elect Directors     For        For                    Mgmt
                       by Plurality Vote
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Articles to Provide             For        For                    Mgmt
                       Shareholders with Right to Act by
                       Written Consent and Call Special
                       Meetings


04/28/04 - A     Hershey Foods Corp. *HSY*        427866108                          03/01/04               700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Hilton Hotels Corp. *HLT*        432848109                          03/29/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director A. Steven Crown ---
                       For
                 1.2   Elect Director David Michels --- For
                 1.3   Elect Director John H. Myers --- For
                 1.4   Elect Director Donna F. Tuttle ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Incentive Bonus Plan          For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Currently,  according  to our  definitions,  the
                          board consists of two insiders,  four affiliated
                          outsiders,   and  seven  independent  outsiders.
                          Thus,   insiders   and   affiliated    outsiders
                          constitute  46  percent of the board  seats.  We
                          believe  that  a  board  should   consist  of  a
                          substantial  majority of independent  outsiders.
                          In summary,  in evaluating  proposals  requiring
                          that a  substantial  majority  of the  board  be
                          composed of independent directors,  shareholders
                          should closely  examine the current  composition
                          of the  board,  the  proponent's  definition  of
                          independence,  and the board's responsiveness to
                          shareholder  concerns.  If the board composition
                          is  poor or the  board  has  not  fulfilled  its
                          fiduciary duties,  then shareholders should vote
                          in favor of a  proposal  which  would  require a
                          greater   number  of  outsiders  on  the  board.
                          However,  if the board is  already  sufficiently
                          independent  and  is  fulfilling  its  fiduciary
                          duty,    support   of   such   a   proposal   is
                          unnecessary.  Although  we do not agree with all
                          of   the    proponent's    classifications    of
                          independent  directors,  in  light  of the  fact
                          that the board is only 54  percent  independent,
                          we  believe  this  proposal  sends an  important
                          message to  management  and is in  shareholders'
                          best interests.


05/27/04 - A     Home Depot, Inc. (The) *HD*      437076102                          03/29/04            11,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gregory D. Brenneman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Claudio X.
                          Gonzalez.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Claudio X.  Gonzalez  for
                          sitting on more than six boards.
                 1.2   Elect Director Richard H. Brown ---
                       For
                 1.3   Elect Director John L. Clendenin
                       --- For
                 1.4   Elect Director Berry R. Cox --- For
                 1.5   Elect Director Claudio X. Gonzalez
                       --- Withhold
                 1.6   Elect Director Milledge A. Hart,
                       III --- For
                 1.7   Elect Director Bonnie G. Hill ---
                       For
                 1.8   Elect Director Kenneth G. Langone
                       --- For
                 1.9   Elect Director Robert L. Nardelli
                       --- For
                 1.10  Elect Director Roger S. Penske ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because the company  does not have a policy that
                          puts any future pill to a  shareholder  vote, we
                          recommend   that   shareholders   support   this
                          proposal.
                 5     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          Because  we  support  pay for  performance,  and
                          because the grants of  restricted  stock  (other
                          than  those  granted  under  the  LTIP)  are not
                          based  on  specific   performance   hurdles,  we
                          believe  the   proposal   warrants   shareholder
                          support.
                 6     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr
                 7     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes  and severance  plans,  and therefore
                          recommend  that  shareholders  vote  to  approve
                          this proposal.
                 8     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


04/26/04 - A     Honeywell International, Inc.    438516106                          02/27/04             4,200
                 *HON*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James J. Howard ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees  with the exception of new nominee Eric
                          K. Shinseki. We recommend  shareholders WITHHOLD
                          votes  from  Ivan  G.  Seidenberg,   Russell  E.
                          Palmer,  Bruce  Karatz,  and James J. Howard for
                          failure to  implement  the proposal to eliminate
                          the supermajority vote requirement.
                 1.2   Elect Director Bruce Karatz ---
                       Withhold
                 1.3   Elect Director Russell E. Palmer
                       --- Withhold
                 1.4   Elect Director Ivan G. Seidenberg
                       --- Withhold
                 1.5   Elect Director Eric K. Shinseki ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          As  a  matter  of  policy,   we  recommend  that
                          shareholders   vote  for  all   proposals   that
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders' best interest.
                 5     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We support 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.  This proposal also
                          allows the company to seek shareholder  approval
                          after the material  terms of the agreement  have
                          been agreed  upon.  Therefore,  we support  this
                          proposal.
                 6     Report on Pay Disparity               Against    Abstain                ShrHoldr
                 7     Provide for Cumulative Voting         Against    Against                ShrHoldr


04/22/04 - A     Humana Inc. *HUM*                444859102                          03/01/04               900
                 1     Elect Directors                       For        For                    Mgmt


05/07/04 - A     Illinois Tool Works Inc. *ITW*   452308109                          03/09/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/07/04 - A     IMS Health Inc. *RX*             449934108                          03/05/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James D. Edwards ---
                       For
                 1.2   Elect Director David M. Thomas ---
                       For
                 1.3   Elect Director William C. Van
                       Faasen --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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  other
                          companies.  Accordingly,  we  believe  that this
                          proposal warrants shareholder support.


05/19/04 - A     Intel Corp. *INTC*               458140100                          03/22/04            32,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Craig R. Barrett ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent   outsider  D.  James
                          Guzy. We recommend  that  shareholders  WITHHOLD
                          votes  from D.  James  Guzy for  sitting on more
                          than six boards.
                 1.2   Elect Director Charlene Barshefsky
                       --- For
                 1.3   Elect Director E. John P. Browne
                       --- For
                 1.4   Elect Director Andrew S. Grove ---
                       For
                 1.5   Elect Director D. James Guzy ---
                       Withhold
                 1.6   Elect Director Reed E. Hundt --- For
                 1.7   Elect Director Paul S. Otellini ---
                       For
                 1.8   Elect Director David S. Pottruck
                       --- For
                 1.9   Elect Director Jane E. Shaw --- For
                 1.10  Elect Director John L. Thornton ---
                       For
                 1.11  Elect Director David B. Yoffie ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 5     Limit/Prohibit Awards to Executives   Against    For                    ShrHoldr
                          The    company    currently    does    not   use
                          performance-vesting  awards in its  compensation
                          plans  for  senior   executives.   Although  the
                          proponent   in  its   supporting   statement  is
                          critical  of  fixed-price  options,  it does not
                          appear that the proposal  advocates  replacement
                          of  options  with  performance-based  restricted
                          stock.  The  proposal  requests  the the company
                          use performance-vesting  stock in development of
                          future  equity  awards  for  senior  executives.
                          Although  the  company  has   recently   adopted
                          officer   stockholding    guidelines,   a   more
                          rigorous  requirement would be 7x to 10x for the
                          CEO  and  scaled  down  for  other   executives.
                          Therefore,   we  believe   that  this   proposal
                          warrants shareholder support.
                 6     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          In this case, the company uses standard  options
                          for its  long  term  compensation.  It does  not
                          currently    award    or    plans    to    award
                          performance-based    options.    The    proposal
                          requests  for a portion of future  stock  option
                          grants   to  be   performance-based   to  senior
                          executives   and   is   therefore   not   unduly
                          restrictive.  The  company  should  be  able  to
                          identify  appropriate  performance  criteria and
                          clearly  disclose  the  associated   performance
                          goals or hurdle rates to the shareholders.  This
                          would provide  further  discipline and alignment
                          in   award   of   executive    compensation   to
                          shareholders interest.


04/27/04 - A     International Business           459200101                          02/27/04             8,400
                 Machines Corp. *IBM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Cathleen Black ---
                       For
                 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
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 6     Amend Pension and Retirement          Against    Against                ShrHoldr
                       Medical Insurance Plans
                          We   believe   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  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.          We  agree
                          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
                          We  support  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
                          We agree 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
                 11    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 12    Report on Executive Compensation      Against    For                    ShrHoldr
                          While   we   do   not   suggest   that   current
                          compensation   practices   have   the   intended
                          effects   suggested  by  the   shareholder,   we
                          nonetheless   support   this   proposal  as  the
                          additional  reporting will provide  shareholders
                          with  greater   transparency   on   compensation
                          policies.


05/11/04 - A     International Flavors &          459506101                          03/23/04               500
                 Fragrances Inc. *IFF*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Margaret Hayes Adame
                       --- For
                 1.2   Elect Director Gunter Blobel --- For
                 1.3   Elect Director J. Michael Cook ---
                       For
                 1.4   Elect Director Peter A. Georgescu
                       --- For
                 1.5   Elect Director Richard A. Goldstein
                       --- For
                 1.6   Elect Director Alexandra A. Herzan
                       --- For
                 1.7   Elect Director Arthur C. Martinez
                       --- For
                 1.8   Elect Director Burton M. Tansky ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     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  Committee   pre-approves   and
                          monitors         all         services         by
                          PricewaterhouseCoopers,       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.


05/11/04 - A     International Paper Co. *IP*     460146103                          03/17/04             2,300
                 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
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  note  that  the  compensation  committee  is
                          composed  entirely of independent  directors and
                          currently   sets  and  reviews   the   company's
                          executive  compensation program. We believe that
                          the  compensation   committee  should  have  the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather than have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should utilize justifiable  performance criteria
                          and  challenging  performance  benchmarks,   the
                          proposed caps on the CEO  compensation  would be
                          unduly  restrictive.  Thus,  we do  not  support
                          this proposal.


05/11/04 - A     ITT Industries, Inc. *ITT*       450911102                          03/19/04               500
                 1     Ratify Auditors                       For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt


05/14/04 - A     J. C. Penney Co., Inc (HLDG      708160106                          03/15/04             1,300
                 CO) *JCP*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Colleen C. Barrett
                       --- For
                          According  to our data,  at the  company's  last
                          annual   meeting,   a  majority  of  the  shares
                          outstanding  voted  in  favor  of a  shareholder
                          proposal.  The company has yet to  implement  or
                          take the  necessary  actions  to  implement  the
                          proposal.
                 1.2   Elect Director M.Anthony Burns ---
                       Withhold
                 1.3   Elect Director Maxine K. Clark ---
                       For
                 1.4   Elect Director Allen Questrom ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Janus Capital Group Inc. *JNS*   47102X105                          03/18/04               300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     Jefferson-Pilot Corp. *JP*       475070108                          03/01/04               850
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan


04/22/04 - A     Johnson & Johnson *JNJ*          478160104                          02/24/04            13,990
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Cease Charitable Contributions        Against    Against                ShrHoldr


05/19/04 - A     Jones Apparel Group, Inc.        480074103                          03/19/04               700
                 *JNY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/25/04 - A     JP Morgan Chase & Co. *JPM*      46625H100                          04/02/04            10,210
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Hans W. Becherer ---
                       For
                 2.2   Elect Director Frank A. Bennack,
                       Jr. --- For
                 2.3   Elect Director John H. Biggs --- For
                 2.4   Elect Director Lawrence A. Bossidy
                       --- For
                 2.5   Elect Director Ellen V. Futter ---
                       For
                 2.6   Elect Director William H. Gray, III
                       --- For
                 2.7   Elect Director William B. Harrison,
                       Jr --- For
                 2.8   Elect Director Helene L. Kaplan ---
                       For
                 2.9   Elect Director Lee R. Raymond ---
                       For
                 2.10  Elect Director John R. Stafford ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                          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.
                 5     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.
                 6     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 7     Charitable Contributions              Against    Against                ShrHoldr
                          We    generally    believe    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 JP Morgan
                          Chase  Foundation  engages and donates to causes
                          that  management  believes are beneficial to the
                          communities  in which the company  operates  and
                          in the best  interests of the company.  Further,
                          the company provides  comprehensive  information
                          regarding  its  corporate  giving  grants in its
                          Corporate    Responsibility    Annual    Reports
                          available on the company's  website.  Therefore,
                          lacking  evidence  to the  contrary,  we believe
                          that continuing these  charitable  contributions
                          is in the best interests of the shareholders.
                 8     Political Contributions               Against    Against                ShrHoldr
                 9     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 10    Provide Adequate Disclosure for       Against    Against                ShrHoldr
                       over the counter Derivatives
                 11    Auditor Independence                  Against    For                    ShrHoldr
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 12    Submit Non-Employee Director          Against    Against                ShrHoldr
                       Compensation to Vote
                          JP  Morgan's  director  compensation  is in line
                          with the  compensation  practices  of its peers.
                          We  agree  with  the   company's   view  that  a
                          significant  portion  of  the  overall  director
                          compensation  be linked to the company's  stock.
                          At  this  time,  in the  absence  of  compelling
                          evidence   of  abusive   director   compensation
                          practices, we recommend against the proposal.
                 13    Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Since  approval  of this  proposal  will help JP
                          Morgan  review its  current  pay  practices  and
                          policies,   and  provide   transparency  to  its
                          shareholders, we support this request.


04/01/04 - A     KB Home *KBH*                    48666K109                          02/12/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Kellogg Co. *K*                  487836108                          03/04/04             2,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)


05/11/04 - A     Kerr-McGee Corp. *KMG*           492386107                          03/12/04               600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William E. Bradford
                       --- For
                 1.2   Elect Director Luke R. Corbett ---
                       For
                 1.3   Elect Director David C
                       Genever-Watling --- For
                 1.4   Elect Director Farah M. Walters ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Establishment of an Office of the     Against    For                    ShrHoldr
                       Board of Directors
                          We agree with the spirit of the  proposal on the
                          importance  of  establishing  a clear  mechanism
                          for direct  communications  between shareholders
                          and      independent      directors.      Direct
                          communications  between the parties would result
                          in improved  relations by allowing  shareholders
                          to  better  understand  the  company  as well as
                          make corporate governance more transparent.


06/25/04 - S     Kerr-McGee Corp. *KMG*           492386107                          05/20/04               600
                 1     Approve Merger Agreement              For        For                    Mgmt


05/13/04 - A     KeyCorp *KEY*                    493267108                          03/16/04             2,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     KeySpan Corporation *KSE*        49337W100                          03/22/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Robert B. Catell ---
                       For
                 1.2   Elect Director Andrea S.
                       Christensen --- For
                 1.3   Elect Director Alan H. Fishman ---
                       For
                 1.4   Elect Director J. Atwood Ives ---
                       For
                 1.5   Elect Director James R. Jones ---
                       For
                 1.6   Elect Director James L. Larocca ---
                       For
                 1.7   Elect Director Gloria C. Larson ---
                       For
                 1.8   Elect Director Stephen W. Mckessy
                       --- For
                 1.9   Elect Director Edward D. Miller ---
                       For
                 1.10  Elect Director Vikki L. Pryor ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be redeemed  and any new pill be put to a
                          shareholder vote.


04/29/04 - A     Kimberly-Clark Corp. *KMB*       494368103                          03/01/04             2,400
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Pastora San Juan
                       Cafferty --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from  independent  outsiders Marc
                          J.  Shapiro,  Linda Johnson Rice and Pastora San
                          Juan  Cafferty  for  failure  to  implement  the
                          proposal  to submit  the  company's  shareholder
                          rights  plan  to a  shareholder  vote.  We  also
                          recommend that shareholders  WITHHOLD votes from
                          Claudio  X.  Gonzalez  for  sitting on more than
                          six boards  and for  failure  to  implement  the
                          proposal  to submit  the  company's  shareholder
                          rights plan to a shareholder vote.
                 1.2   Elect Director Claudio X. Gonzalez
                       --- Withhold
                 1.3   Elect Director Linda Johnson Rice
                       --- Withhold
                 1.4   Elect Director Marc J. Shapiro ---
                       Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    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  this  case,  the
                          company's   rights  plan  was  not  approved  by
                          shareholders   nor  does  it  embody  the  above
                          features that we recommend.  We therefore  agree
                          with the  proponent  that the  current  pill and
                          any new pill be put to a shareholder vote.


05/11/04 - A     Kinder Morgan, Inc. *KMI*        49455P101                          03/12/04               800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Charles W. Battey
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Charles  W.
                          Battey. We recommend that shareholders  WITHHOLD
                          votes from  Charles W. Battey for standing as an
                          affiliated outsider on the Audit Committee.
                 1.2   Elect Director H. A. True, III ---
                       For
                 1.3   Elect Director Fayez Sarofim --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Prepare a Sustainability Report       Against    Against                ShrHoldr
                 5     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/04/04 - A     Knight-Ridder, Inc. *KRI*        499040103                          03/15/04               500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Kohl's Corp. *KSS*               500255104                          03/03/04             1,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wayne Embry --- For
                          ISS recommends that  shareholders vote FOR Wayne
                          Embry  and Frank V.  Sica,  but  WITHHOLD  votes
                          from  the  other  nominees.  We  recommend  that
                          shareholders   WITHHOLD  votes  from  affiliated
                          outsider  John  F.  Herma  for  standing  as  an
                          affiliated  outsider on the Audit and Nominating
                          committees   and  for  failure  to  establish  a
                          majority   independent  board  and  R.  Lawrence
                          Montgomery  for failure to  establish a majority
                          independent board.
                 1.2   Elect Director John F. Herma ---
                       Withhold
                 1.3   Elect Director R. Lawrence
                       Montgomery --- Withhold
                 1.4   Elect Director Frank V. Sica --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Performance-Based Stock/Indexed       Against    For                    ShrHoldr
                       Options
                          Despite  the fact that  certain  features of the
                          proposal may be more  rigorous  than others,  we
                          support   the   underlying   principal   of  the
                          proposal in this case.
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/05/04 - A     Leggett & Platt, Inc. *LEG*      524660107                          03/15/04             1,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


04/02/04 - A     Lehman Brothers Holdings Inc.    524908100                          02/13/04             1,200
                 *LEH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Lexmark International, Inc.      529771107                          03/05/04               600
                 *LXK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Limited Brands *LTD*             532716107                          03/31/04             2,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/20/04 - A     Liz Claiborne, Inc. *LIZ*        539320101                          03/22/04               700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Lockheed Martin Corp. *LMT*      539830109                          03/01/04             2,200
                 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
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                 5     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                 6     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts


05/11/04 - A     Loews Corp. *LTR*                540424108                          03/15/04               116
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 4     Support Legislation and Make Public   Against    Against                ShrHoldr
                       Statements on Environmental Tobacco
                       Smoke
                 5     Cease Charitable Contributions        Against    Against                ShrHoldr


05/03/04 - A     Louisiana-Pacific Corp *LPX*     546347105                          03/05/04               600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dustan E. McCoy ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception   of   affiliated   outsider   Lee  C.
                          Simpson.    We   recommend   that   shareholders
                          WITHHOLD  votes from Lee C. Simpson for standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.2   Elect Director Lee C. Simpson ---
                       Withhold
                 1.3   Elect Director Colin D. Watson ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Non-Employee Director           For        For                    Mgmt
                       Restricted Stock Plan
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 6     Ratify Auditors                       For        For                    Mgmt
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 8     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


05/28/04 - A     Lowe *LOW*                       548661107                          04/01/04             3,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Leonard L. Berry ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Dawn E. Hudson.  We recommend  that
                          shareholders  WITHHOLD votes from Dawn E. Hudson
                          for poor attendance.
                 1.2   Elect Director Paul Fulton --- For
                 1.3   Elect Director Dawn E. Hudson ---
                       Withhold
                 1.4   Elect Director Marshall O. Larsen
                       --- For
                 1.5   Elect Director Robert A. Niblock
                       --- For
                 1.6   Elect Director Stephen F. Page ---
                       For
                 1.7   Elect Director O. Temple Sloan, Jr.
                       --- For
                 1.8   Elect Director Robert L. Tillman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     LSI Logic Corp. *LSI*            502161102                          03/11/04             1,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        Against                Mgmt
                          We generally  approve of plans which: (a) comply
                          with Section 423 of the Internal  Revenue  Code;
                          (b) have a  reasonable  number of  shares  being
                          reserved;   (c)  have  a   reasonable   offering
                          period,  and; (d) place limits on participation.
                          However,  in this case the plan also includes an
                          evergreen  provision which allows the company to
                          annually  reserve 1.15 percent of the  company's
                          outstanding  stock  less the  number  of  shares
                          available  for future  grants.  Because there is
                          no expiration  date  specified for this plan, we
                          are  unable to  determine  the  total  number of
                          shares  which will become  available  for future
                          issuance   and,  as  such,   we  are  unable  to
                          determine   if  the   number  of  shares   being
                          reserved is reasonable.
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Approve/Amend Executive Incentive     For        For                    Mgmt
                       Bonus Plan
                 5     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Manor Care, Inc. *HCR*           564055101                          03/12/04               600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Virgis W. Colbert
                       --- Withhold
                          We  recommend  a vote  FOR all  nominees  expect
                          Virgis   W.   Colbert.    We   recommend    that
                          shareholders    WITHHOLD    votes   from   Audit
                          Committee   member  and   independent   outsider
                          Virgis   W.   Colbert   for   paying   excessive
                          non-audit fees.
                 1.2   Elect Director William H. Longfield
                       --- For
                 1.3   Elect Director Paul A. Ormond ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Ratify Auditors                       For        Against                Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should    utilize    justifiable     performance
                          criteria,  the proposed caps on restricted stock
                          grants,  severance  payments,  salary and bonus,
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.


04/28/04 - A     Marathon Oil Corp *MRO*          565849106                          03/01/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Charles F. Bolden,
                       Jr. --- For
                 1.2   Elect Director Charles R. Lee ---
                       For
                 1.3   Elect Director Dennis H. Reilley
                       --- For
                 1.4   Elect Director Thomas J. Usher ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          In  this  case,  the  ceiling  suggested  by the
                          proponent  is  2.99  times  salary  plus  bonus,
                          including   lump  sum  cash   payments  and  the
                          estimated present value of periodic  retirement.
                          While we generally  recommend  the  threshold be
                          applied to salary  plus bonus,  we believe  that
                          this  proposal   would  still  be  in  the  best
                          interest of  shareholders.  Additionally,  since
                          the  proponent's  proposal gives the company the
                          option,  in  implementing   this  proposal,   of
                          seeking  approval  after the  material  terms of
                          the   agreement  are  agreed  upon,  we  do  not
                          believe  that  adoption of this  proposal  would
                          unduly hinder management's  ability to negotiate
                          such agreements with potential executives.


04/30/04 - A     Marriott International Inc.      571903202                          03/08/04             1,100
                 (New) *MAR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/20/04 - A     Marsh & McLennan Companies,      571748102                          03/22/04             2,600
                 Inc. *MMC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Marshall & Ilsley Corp. *MI*     571834100                          03/01/04             1,300
                 1     Elect Directors                       For        For                    Mgmt


05/11/04 - A     Masco Corp. *MAS*                574599106                          03/15/04             2,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Mattel, Inc. *MAT*               577081102                          03/17/04             2,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Eugene P. Beard ---
                       For
                 1.2   Elect Director Michael J. Dolan ---
                       For
                 1.3   Elect Director Robert A. Eckert ---
                       For
                 1.4   Elect Director Tully M. Friedman
                       --- For
                 1.5   Elect Director Ronald M. Loeb ---
                       For
                 1.6   Elect Director Andrea L. Rich ---
                       For
                 1.7   Elect Director Ronald L. Sargent
                       --- For
                 1.8   Elect Director Christopher A.
                       Sinclair --- For
                 1.9   Elect Director G. Craig Sullivan
                       --- For
                 1.10  Elect Director John L. Vogelstein
                       --- For
                 1.11  Elect Director Kathy Brittain White
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          While we share  the  proponent's  concern  about
                          excessive  executive  compensation,  we  believe
                          this  proposal  is  too  restrictive  and  would
                          limit  the   flexibility  of  the   compensation
                          committee  to  design  appropriate  compensation
                          structure  for the  executives.  As  such,  this
                          item does not warrant shareholder approval.
                 4     Prohibit Auditor from Providing       Against    For                    ShrHoldr
                       Non-Audit Services
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.


05/13/04 - A     Maytag Corp. *MYG*               578592107                          03/16/04               500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wayland R. Hicks ---
                       Withhold
                          Effective corporate  governance depends upon the
                          board   being   accountable   to   shareholders.
                          Although the proposals to  declassify  the board
                          and to submit the poison  pill to a  shareholder
                          vote   received   the  clear   mandate   of  the
                          company's   shareholders   for  more   than  two
                          consecutive   years,   the   board  has  yet  to
                          implement the  proposals in accordance  with the
                          desires  of   shareholders.   Such   failure  or
                          unwillingness  to  respond  to  the  desires  of
                          shareholders  warrants  withholding  votes  from
                          those  nominated  directors  that were directors
                          during the relevant period.        We  recommend
                          a vote FOR James A. McCaslin but WITHHOLD  votes
                          from Fred G. Steingraber,  W. Ann Reynolds,  and
                          Wayland R. Hicks for  failure to  implement  the
                          shareholder approved proposals.
                 1.2   Elect Director James A. McCaslin
                       --- For
                 1.3   Elect Director W. Ann Reynolds ---
                       Withhold
                 1.4   Elect Director Fred G. Steingraber
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Articles                        For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In  this  case,  the  company's  poison  was not
                          approved by shareholders  nor does it embody the
                          above  features  that  we  recommend.  While  we
                          acknowledge  the board's  note on  amending  the
                          term  of the  pill,  nevertheless  we  highlight
                          that the  board is able to  re-instate  the pill
                          or  reverse  this   determination  at  any  time
                          without  having  to seek  shareholder  approval.
                          Therefore,  we believe  that this  determination
                          by the board does little to answer the  concerns
                          and  interests of  shareholders.        We  note
                          also that the board has failed to implement  the
                          previously   supported   shareholder   proposals
                          regarding  adoption and  maintenance of a poison
                          pill.  Although we  recognize  that  shareholder
                          proposals  are not  binding on the  company,  we
                          consider  withholding  votes for  directors  who
                          ignore  shareholder  proposals  that  have  been
                          passed  two  years  in a row  by a  majority  of
                          votes   cast.   The   re-presentation   of  this
                          proposal   and  the  repeated   supported   from
                          shareholders   over   the   last   three   years
                          emphasizes  the  importance  that   shareholders
                          place  on  this   issue.   While  we   recommend
                          withholding  votes  on the  directors  nominated
                          this year, we will closely monitor  management's
                          response to this year's vote on this proposal.


05/06/04 - A     MBIA Inc. *MBI*                  55262C100                          03/18/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     MBNA Corp. *KRB*                 55262L100                          02/13/04             6,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James H. Berick ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insider  Bruce L.  Hammonds  and
                          affiliated   outsiders   Benjamin  R.  Civiletti
                          ,James H.  Berick and  Randolph  D.  Lerner.  We
                          recommend that shareholders  WITHHOLD votes from
                          Benjamin  R.  Civiletti  and James H. Berick for
                          standing as  affiliated  outsiders on the Audit,
                          Compensation  and Governance  committees and for
                          failure  to  establish  a  majority  independent
                          board. We recommend that  shareholders  WITHHOLD
                          votes  from  Randolph  D.  Lerner  and  Bruce L.
                          Hammonds  for  failure to  establish  a majority
                          independent board.
                 1.2   Elect Director Benjamin R.
                       Civiletti --- Withhold
                 1.3   Elect Director Bruce L. Hammonds
                       --- Withhold
                 1.4   Elect Director William L. Jews ---
                       For
                 1.5   Elect Director Randolph D. Lerner
                       --- Withhold
                 1.6   Elect Director Stuart L. Markowitz
                       --- For
                 1.7   Elect Director William B. Milstead
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          In the wake of financial  reporting problems and
                          excessive  executive  compensation  at companies
                          like  Enron  Corp.,   Worldcom  Inc.,  and  Tyco
                          International  Ltd.,  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.  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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          We  believe  that  MBNA is  moving  in the right
                          direction as evidenced by the recent  changes in
                          the   company   such   as   reducing   executive
                          compensation  and  changing the  composition  of
                          the board.  However,  we believe  that the board
                          of  directors  should  be  an  independent  body
                          capable  of  providing  objective  oversight  of
                          management and the company's overall  direction.
                          This goal can best be  achieved  when  directors
                          are  independent of the CEO and have no personal
                          interest in the company  arising from salary,  a
                          consulting  agreement,  or any other significant
                          business arrangement.


05/20/04 - A     McDonald's Corp. *MCD*           580135101                          03/22/04             6,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve/Amend Executive Incentive     For        For                    Mgmt
                       Bonus Plan


04/27/04 - A     MeadWestvaco Corp. *MWV*         583334107                          03/01/04             1,091
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     MEDCO Health Solutions Inc       58405U102                          03/10/04             1,325
                 *MHS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     MedImmune, Inc. *MEDI*           584699102                          03/31/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Mellon Financial Corp. *MEL*     58551A108                          02/06/04             2,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Merck & Co., Inc. *MRK*          589331107                          02/24/04            10,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 5     Develop Ethical Criteria for Patent   Against    Against                ShrHoldr
                       Extension
                 6     Link Executive Compensation to        Against    Abstain                ShrHoldr
                       Social Issues
                 7     Report on Political Contributions     Against    Against                ShrHoldr
                 8     Report on Operational Impact of       Against    Abstain                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


05/19/04 - A     Mercury Interactive Corp.        589405109                          03/22/04               500
                 *MERQ*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Merrill Lynch & Co., Inc.        590188108                          02/24/04             4,400
                 *MER*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/27/04 - A     Metlife, Inc *MET*               59156R108                          03/01/04             3,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Curtis H. Barnette
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Harry  P.
                          Kamen and John C.  Danforth.  We recommend  that
                          shareholders  WITHHOLD votes from Harry P. Kamen
                          and John C.  Danforth for standing as affiliated
                          outsiders on the Nominating Committee.
                 1.2   Elect Director John C. Danforth ---
                       Withhold
                 1.3   Elect Director Burton A. Dole, Jr.
                       --- For
                 1.4   Elect Director Harry P. Kamen ---
                       Withhold
                 1.5   Elect Director Charles M. Leighton
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Limit Executive Compensation          Against    Against                ShrHoldr


05/13/04 - A     MGIC Investment Corp. *MTG*      552848103                          03/15/04               400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Millipore Corp. *MIL*            601073109                          03/05/04               400
                 1     Elect Directors                       For        For                    Mgmt


06/16/04 - A     Monster Worldwide, Inc. *MNST*   611742107                          04/26/04               600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/20/04 - A     Morgan Stanley *MWD*             617446448                          02/20/04             5,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/03/04 - A     Motorola, Inc. *MOT*             620076109                          03/05/04            11,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward Zander --- For
                 1.2   Elect Director H. Laurence Fuller
                       --- For
                 1.3   Elect Director Judy Lewent --- For
                 1.4   Elect Director Walter Massey --- For
                 1.5   Elect Director Nicholas Negroponte
                       --- For
                 1.6   Elect Director Indra Nooyi --- For
                 1.7   Elect Director John Pepper, Jr. ---
                       For
                 1.8   Elect Director Samuel Scott III ---
                       For
                 1.9   Elect Director Douglas Warner III
                       --- For
                 1.10  Elect Director John White --- For
                 1.11  Elect Director Mike Zafirovski ---
                       For
                 2     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  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.
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options  would   effectively   limit  the
                          company's   ability   to  retain   and   attract
                          qualified  management.   This  proposal  is  too
                          restrictive,  and does not  warrant  shareholder
                          approval.


04/27/04 - A     National City Corp. *NCC*        635405103                          03/05/04             3,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Newell Rubbermaid Inc. *NWL*     651229106                          03/15/04             1,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Newmont Mining Corp. (Holding    651639106                          03/02/04             2,100
                 Company) *NEM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Glen A. Barton ---
                       For
                 1.2   Elect Director Vincent A. Calarco
                       --- For
                 1.3   Elect Director Michael S. Hamson
                       --- For
                 1.4   Elect Director Leo I. Higdon, Jr.
                       --- For
                 1.5   Elect Director Pierre Lassonde ---
                       For
                 1.6   Elect Director Robert J. Miller ---
                       For
                 1.7   Elect Director Wayne W. Murdy ---
                       For
                 1.8   Elect Director Robin A. Plumbridge
                       --- For
                 1.9   Elect Director John B. Prescott ---
                       For
                 1.10  Elect Director Michael K. Reilly
                       --- For
                 1.11  Elect Director Seymour Schulich ---
                       For
                 1.12  Elect Director James V. Taranik ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder  vote and any new
                          pill be put to a shareholder vote.


05/27/04 - A     Nextel Communications, Inc.      65332V103                          04/02/04             5,400
                 *NXTL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/11/04 - A     NiSource Inc. *NI*               65473P105                          03/16/04             1,437
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/22/04 - A     Nordstrom, Inc. *JWN*            655664100                          03/17/04               600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Norfolk Southern Corp. *NSC*     655844108                          03/05/04             2,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     North Fork Bancorporation,       659424105                          03/01/04               800
                 Inc. *NFB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Northern Trust Corp. *NTRS*      665859104                          03/01/04             1,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Duane L. Burnham ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Robert  A.
                          Helman. We recommend that shareholders  WITHHOLD
                          votes from Robert A.  Helman for  standing as an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Dolores E. Cross ---
                       For
                 1.3   Elect Director Susan Crown --- For
                 1.4   Elect Director Robert S. Hamada ---
                       For
                 1.5   Elect Director Robert A. Helman ---
                       Withhold
                 1.6   Elect Director Dipak C. Jain --- For
                 1.7   Elect Director Arthur L. Kelly ---
                       For
                 1.8   Elect Director Robert C. Mccormack
                       --- For
                 1.9   Elect Director Edward J. Mooney ---
                       For
                 1.10  Elect Director William A. Osborn
                       --- For
                 1.11  Elect Director John W. Rowe --- For
                 1.12  Elect Director Harold B. Smith ---
                       For
                 1.13  Elect Director William D. Smithburg
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Northrop Grumman Corp. *NOC*     666807102                          03/22/04               867
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr


04/15/04 - A     Novell, Inc. *NOVL*              670006105                          02/20/04             1,700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Albert Aiello --- For
                 1.2   Elect Director Fred Corrado --- For
                 1.3   Elect Director Richard L. Crandall
                       --- For
                 1.4   Elect Director Wayne Mackie --- For
                 1.5   Elect Director Claudia B. Malone
                       --- For
                 1.6   Elect Director Jack L. Messman ---
                       For
                 1.7   Elect Director Richard L. Nolan ---
                       For
                 1.8   Elect Director Thomas G. Plaskett
                       --- For
                 1.9   Elect Director John W. Poduska, Sr.
                       --- For
                 1.10  Elect Director James D. Robinson,
                       III --- For
                 1.11  Elect Director Kathy Brittain White
                       --- For
                 2     Expense Stock Options                 Against    For                    ShrHoldr
                 3     Performance-Based/Indexed Options     Against    For                    ShrHoldr
                          We  believe  the  company   would  benefit  from
                          making  greater  use of  equity  awards  tied to
                          performance measures.
                 4     Prohibit Auditor from Providing       Against    For                    ShrHoldr
                       Non-Audit Services
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.


04/16/04 - A     Novellus Systems, Inc. *NVLS*    670008101                          02/17/04               700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provision of Non-Audit Services by    Against    For                    ShrHoldr
                       Independent Auditors
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 4     Limit Executive Compensation          Against    Against                ShrHoldr


05/13/04 - A     Nucor Corp. *NUE*                670346105                          03/15/04               400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     Occidental Petroleum Corp.       674599105                          03/03/04             1,800
                 *OXY*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Ronald W. Burkle ---
                       For
                 1.2   Elect Director John S. Chalsty ---
                       For
                 1.3   Elect Director Edward P. Djerejian
                       --- For
                 1.4   Elect Director R. Chad Dreier ---
                       For
                 1.5   Elect Director John E. Feick --- For
                 1.6   Elect Director Ray R. Irani --- For
                 1.7   Elect Director Dale R. Laurance ---
                       For
                 1.8   Elect Director Irvin W. Maloney ---
                       For
                 1.9   Elect Director Rodolfo Segovia ---
                       For
                 1.10  Elect Director Aziz D. Syriani ---
                       For
                 1.11  Elect Director Rosemary Tomich ---
                       For
                 1.12  Elect Director Walter L. Weisman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Non-Employee Director           For        For                    Mgmt
                       Restricted Stock Plan
                 4     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We agree that setting executive  compensation is
                          the    responsibility    of    an    independent
                          compensation   committee.    Furthermore,    the
                          company's  compensation  committee  is comprised
                          of independent  outsiders,  which  minimizes any
                          conflicts  of interests  between the  management
                          and shareholders.  The prohibition of all future
                          stock  option and bonus  programs  would  effect
                          the  company's  ability to retain a large number
                          of  critical   employees  or  attract  qualified
                          personnel.    Furthermore,   we   believe   this
                          proposal  is  too   restrictive,   as  it  would
                          prohibit the executives  from being  remunerated
                          with stock  options  and bonuses  regardless  of
                          the company's  performance.  As such,  this item
                          does not warrant shareholder approval.


05/14/04 - A     Office Depot, Inc. *ODP*         676220106                          03/10/04             1,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Lee A. Ault III ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insider  Bruce Nelson,  affiliated
                          outsider  David  I.  Fuente,   and   independent
                          outsiders  Michael J. Myers,  James L.  Heskett,
                          W.  Scott  Hedrick,  Brenda J.  Gaines,  Neil R.
                          Austrian,  and Lee A.  Ault  III.  We  recommend
                          that  shareholders  WITHHOLD  votes  from  Bruce
                          Nelson,  Michael J. Myers, James L. Heskett,  W.
                          Scott  Hedrick,   Brenda  J.  Gaines,  David  I.
                          Fuente,  Neil R.  Austrian,  and Lee A. Ault III
                          for failure to implement  the proposal to submit
                          the company's poison pill to a shareholder vote.
                 1.2   Elect Director Neil R. Austrian ---
                       Withhold
                 1.3   Elect Director David W. Bernauer
                       --- For
                 1.4   Elect Director Abelardo E. Bru ---
                       For
                 1.5   Elect Director David I. Fuente ---
                       Withhold
                 1.6   Elect Director Brenda J. Gaines ---
                       Withhold
                 1.7   Elect Director Myra M. Hart --- For
                 1.8   Elect Director W. Scott Hedrick ---
                       Withhold
                 1.9   Elect Director James L. Heskett ---
                       Withhold
                 1.10  Elect Director Patricia H. McKay
                       --- For
                 1.11  Elect Director Michael J. Myers ---
                       Withhold
                 1.12  Elect Director Bruce Nelson ---
                       Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Omnicom Group Inc. *OMC*         681919106                          04/09/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan


04/27/04 - A     Paccar Inc. *PCAR*               693718108                          03/01/04               150
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director David K. Newbigging
                       --- For
                 1.2   Elect Director Harry C. Stonecipher
                       --- For
                 1.3   Elect Director Harold A. Wagner ---
                       For
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Deferred Compensation Plan      For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    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  this  case,  the
                          company's  rights  plan,  which was  renewed  in
                          1999, was not approved by shareholders  nor does
                          it embody the above  features that we recommend.
                          We therefore  agree with the proponent  that the
                          current  pill  and  any  new  pill  be  put to a
                          shareholder vote.
                 5     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  there  should  be a  positive
                          linkage between  executive pay and the company's
                          shareholder  returns.   Specifically,  if  total
                          shareholder   returns  decrease  over  the  long
                          term, then executive  compensation should follow
                          suit and not  increase  as it has been  observed
                          in the  case of some  companies.  In this  case,
                          PACCAR  has  posted  one-year,  three-year,  and
                          five-year  total  shareholder  returns  of 89.53
                          percent,   41.42  percent,  and  30.21  percent,
                          respectively,   outperforming   its  peer  group
                          (72.09 percent,  3.35 percent, and 6.80 percent)
                          and the  S&P 500  index  (38.90  percent,  -1.51
                          percent,   and  -0.34  percent)  over  the  same
                          period.           We  also  agree  that  setting
                          executive  compensation is the responsibility of
                          an independent  compensation  committee. In this
                          case,  the  Compensation  Committee is comprised
                          of independent  outsiders,  which  minimizes any
                          conflicts  of interests  between the  management
                          and shareholders.  The prohibition on all future
                          stock   option   programs   would   affect   the
                          company's  ability  to retain a large  number of
                          critical    employees   or   attract   qualified
                          personnel.   We  also  note  that  the   company
                          maintains a policy of  expensing  stock  options
                          which   serves   to   discipline    compensation
                          practices  and  level  the  accounting   playing
                          field among  different  forms of pay. We believe
                          this  proposal is too  restrictive,  as it would
                          prohibit   executives   from   receiving   stock
                          options,  a  common  form of  equity  award.  As
                          such,  this  item does not  warrant  shareholder
                          approval


05/14/04 - A     Pactiv Corp. *PTV*               695257105                          03/19/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     PepsiCo, Inc. *PEP*              713448108                          03/12/04             8,490
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John F. Akers --- For
                 1.2   Elect Director Robert E. Allen ---
                       For
                 1.3   Elect Director Ray L. Hunt --- For
                 1.4   Elect Director Arthur C. Martinez
                       --- For
                 1.5   Elect Director Indra K. Nooyi ---
                       For
                 1.6   Elect Director Franklin D. Raines
                       --- For
                 1.7   Elect Director Steven S. Reinemund
                       --- For
                 1.8   Elect Director Sharon Percy
                       Rockefeller --- For
                 1.9   Elect Director James J. Schiro ---
                       For
                 1.10  Elect Director Franklin A. Thomas
                       --- For
                 1.11  Elect Director Cynthia M. Trudell
                       --- For
                 1.12  Elect Director Solomon D. Trujillo
                       --- For
                 1.13  Elect Director Daniel Vasella ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given the  seriousness of the issue and the fact
                          that the  company's  disclosure  lags behind its
                          peers,  we  recommend  a vote in  favor  of this
                          request.


04/27/04 - A     PerkinElmer Inc. *PKI*           714046109                          02/27/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


04/22/04 - A     Pfizer Inc. *PFE*                717081103                          02/27/04            37,340
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Report on Operational Impact of       Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                 5     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Establish Term Limits for Directors   Against    Against                ShrHoldr
                 8     Report on Drug Pricing                Against    Against                ShrHoldr
                 9     Limit Awards to Executives            Against    Against                ShrHoldr
                 10    Amend Animal Testing Policy           Against    Against                ShrHoldr


04/21/04 - A     PG&E Corp. *PCG*                 69331C108                          02/23/04             1,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director David R. Andrews ---
                       For
                 1.2   Elect Director Leslie S. Biller ---
                       For
                 1.3   Elect Director David A. Coulter ---
                       For
                 1.4   Elect Director C. Lee Cox --- For
                 1.5   Elect Director Robert D. Glynn, Jr.
                       --- For
                 1.6   Elect Director David M. Lawrence,
                       MD --- For
                 1.7   Elect Director Mary S. Metz --- For
                 1.8   Elect Director Barry Lawson
                       Williams --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes and severance plans.
                 5     Require Directors be a Link-Free      Against    Against                ShrHoldr
                       Directors
                          Because  the  company   already   satisfies  our
                          guidelines  on  independence   and  has  already
                          established  a formal  independence  policy that
                          goes  above  and  beyond  our  requirements,  we
                          believe  that  this  proposal  does not  warrant
                          shareholder support.
                 6     Adopt Radioactive Waste Policy        Against    Against                ShrHoldr
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          Because    the    company     already    targets
                          compensation    to   peer    levels   and   ties
                          compensation     to    long-term     performance
                          objectives,    and   because    the    company's
                          compensation  committee is composed  entirely of
                          independent outsiders,  we do not think that the
                          proponent's    overly    restrictive    proposal
                          warrants shareholder support.


05/28/04 - A     Phelps Dodge Corp. *PD*          717265102                          04/08/04               400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Marie L. Knowles ---
                       For
                 1.2   Elect Director Jon C. Madonna ---
                       For
                 1.3   Elect Director Gordon R. Parker ---
                       For
                 1.4   Elect Director Robert D. Johnson
                       --- For
                 2     Cease Charitable Contributions        Against    Against                ShrHoldr
                          We    generally    believe    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.  Phelps Dodge's
                          charitable    programs   support   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.


05/19/04 - A     Pinnacle West Capital Corp.      723484101                          03/19/04               500
                 *PNW*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Roy A. Herberger,
                       Jr. --- For
                 1.2   Elect Director Humberto S. Lopez
                       --- For
                 1.3   Elect Director Kathryn L. Munro ---
                       For
                 1.4   Elect Director William L. Stewart
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Nuclear Fuel Storage Risks  Against    Against                ShrHoldr
                          Based on the  tight  regulation  of the  nuclear
                          power   industry  by  the  NRC,   the   detailed
                          compliance   reports   available   on  the   NRC
                          website,  and our concern  with the value of the
                          requested report to  shareholders,  we recommend
                          that shareholders oppose this request.


05/10/04 - A     Pitney Bowes Inc. *PBI*          724479100                          03/12/04             1,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/04/04 - A     Plum Creek Timber Company,       729251108                          03/15/04             1,100
                 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
                 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
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Endorse CERES Principles              Against    Against                ShrHoldr
                          We  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


05/14/04 - A     PMC-Sierra, Inc. *PMCS*          69344F106                          03/15/04             1,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert Bailey --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  James Diller.
                          We recommend  that  shareholders  WITHHOLD votes
                          from James Diller for standing as an  affiliated
                          outsider  on  the  Compensation  and  Nominating
                          committees.
                 1.2   Elect Director Alexandre Balkanski
                       --- For
                 1.3   Elect Director Richard Belluzzo ---
                       For
                 1.4   Elect Director James Diller ---
                       Withhold
                 1.5   Elect Director Jonathan Judge ---
                       For
                 1.6   Elect Director William Kurtz --- For
                 1.7   Elect Director Frank Marshall ---
                       For
                 1.8   Elect Director Lewis Wilks --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     PNC Financial Services Group,    693475105                          02/27/04             1,500
                 Inc. *PNC*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Paul Chellgren ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Richard B.  Kelson.  We  recommend
                          that  shareholders  WITHHOLD  votes from Richard
                          B.  Kelson  for   standing   as  an   affiliated
                          outsider on the Audit Committee.
                 1.2   Elect Director Robert Clay --- For
                 1.3   Elect Director J. Gary Cooper ---
                       For
                 1.4   Elect Director George Davidson, Jr.
                       --- For
                 1.5   Elect Director Richard Kelson ---
                       Withhold
                 1.6   Elect Director Bruce Lindsay --- For
                 1.7   Elect Director Anthony Massaro ---
                       For
                 1.8   Elect Director Thomas O'Brien ---
                       For
                 1.9   Elect Director Jane Pepper --- For
                 1.10  Elect Director James Rohr --- For
                 1.11  Elect Director Lorene Steffes ---
                       For
                 1.12  Elect Director Dennis Strigl --- For
                 1.13  Elect Director Stephen Thieke ---
                       For
                 1.14  Elect Director Thomas Usher --- For
                 1.15  Elect Director Milton Washington
                       --- For
                 1.16  Elect Director Helge Wehmeier ---
                       For


04/15/04 - A     PPG Industries, Inc. *PPG*       693506107                          02/17/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     PPL Corp. *PPL*                  69351T106                          02/27/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Praxair, Inc. *PX*               74005P104                          03/01/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Approve Stockholder Protection        For        For                    Mgmt
                       Rights Agreement


05/18/04 - A     Principal Financial Group,       74251V102                          03/19/04             1,700
                 Inc. *PFG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/12/04 - A     Progress Energy, Inc. *PGN*      743263105                          03/05/04             1,227
                 1     Elect Directors                       For        For                    Mgmt
                 2     Prohibit Awards to Executives         Against    Against                ShrHoldr


05/18/04 - A     ProLogis *PLD*                   743410102                          03/17/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Providian Financial Corp.        74406A102                          03/15/04             1,400
                 *PVN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/08/04 - A     Prudential Financial Inc *PRU*   744320102                          04/12/04             2,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Cease Charitable Contributions        Against    Against                ShrHoldr
                          We    generally    believe    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    Against                ShrHoldr


04/20/04 - A     Public Service Enterprise        744573106                          02/20/04             1,200
                 Group Inc. *PEG*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Albert R. Gamper,
                       Jr. --- For
                 1.2   Elect Director Ernest H. Drew ---
                       For
                 1.3   Elect Director William V. Hickey
                       --- For
                 1.4   Elect Director Richard J. Swift ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Require Two Candidates for Each       Against    For                    ShrHoldr
                       Board Seat
                          Since  approval of this  proposal  will  provide
                          shareholders  with  greater  choice  during  the
                          director  election  process,  we recommend  that
                          shareholders support this initiative


05/13/04 - A     Pulte Homes Inc. *PHM*           745867101                          03/16/04               600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Richard J. Dugas,
                       Jr. --- For
                 1.2   Elect Director David N. McCammon
                       --- For
                 1.3   Elect Director William J. Pulte ---
                       For
                 1.4   Elect Director Francis J. Sehn ---
                       For
                 1.5   Elect Director Michael E. Rossi ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditor                        Against    For                    ShrHoldr
                          Before    the    corporate    accounting-related
                          scandals of the past two years,  ratification of
                          auditors  was  generally  viewed  as  a  routine
                          agenda   item.   A  vote  for  an   auditor   by
                          shareholders  is  confirmation  that the auditor
                          has    objectively    reviewed   the   company's
                          financial   statements   for   compliance   with
                          generally accepted  accounting  principles.  Due
                          to the recent SEC rules on auditor  independence
                          and  increased   shareholder  scrutiny  on  this
                          issue,  however,  ratification  of auditors  has
                          turned into a more  controversial  agenda  item.
                          As such,  we believe  that  shareholders  should
                          have the  opportunity  to assess  the  auditor's
                          general  performance,  the audit  and  non-audit
                          related  fees  paid  by  the  company,  and  the
                          auditor's  overall  independence.        We  can
                          see  no  compelling  reason  why  the  company's
                          shareholders  should not be given the right to a
                          non-binding   ratification  of  the  independent
                          auditor   selected   by  the   company's   audit
                          committee.


05/04/04 - A     Quest Diagnostics,               74834L100                          03/08/04               500
                 Incorporated *DGX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Qwest Communications             749121109                          03/26/04             8,800
                 International Inc. *Q*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Thomas J. Donohue
                       --- For
                 1.2   Elect Director Peter S. Hellman ---
                       For
                 1.3   Elect Director Vinod Khosla --- For
                 1.4   Elect Director K. Dane Brooksher
                       --- For
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 4     Submit Executive Pension Benefit to   Against    For                    ShrHoldr
                       Vote
                          We believe  that  compensation  and  benefits of
                          senior  executives  in a  company  should  align
                          with the  long-term  interests  of  shareholders
                          and   should   be   carefully   examined   by  a
                          compensation  committee comprised of independent
                          outsiders.  In this case, the  Compensation  and
                          Human  Resource  Committee  includes  affiliated
                          directors   according  to  our   definition   of
                          director  independence.   Moreover,  we  believe
                          that  shareholders  should have the  opportunity
                          to  vote  on   extraordinary   pension  benefits
                          beyond those offered under employee-wide  plans,
                          such  as  credit  for  years  of   service   not
                          actually worked,  preferential benefit formulas,
                          and  accelerated  vesting of  pension  benefits.
                          Because  the  company's  SERP  appears to confer
                          extraordinary    benefits    not   included   in
                          employee-wide  plans,  we believe  that the SERP
                          proposal warrants shareholder support.
                 5     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Applying  our  guidelines  on   independence  to
                          Qwest,  a majority of the current  board members
                          are independent outsiders.  The board has agreed
                          that at least  two-thirds of its members must be
                          independent   under  NYSE  rule  pursuant  to  a
                          pending  settlement  agreement.  Note,  however,
                          that  the   Audit  and   Compensation   &  Human
                          Resources    committees    include    affiliated
                          outsiders   according  to  our   definition   of
                          independence.  Although we do not agree with all
                          of the proponent's stringent  classifications of
                          independent directors,  we believe this proposal
                          sends an  important  message  to  management  to
                          increase  independence on the board, which is in
                          shareholders' best interests.


05/20/04 - A     Radioshack Corp. *RSH*           750438103                          03/23/04               800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank J. Belatti ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of  independent  outsider  Lawrence V.
                          Jackson.    We   recommend   that   shareholders
                          WITHHOLD  votes from  Lawrence  V.  Jackson  for
                          poor attendance.
                 1.2   Elect Director Ronald E. Elmquist
                       --- For
                 1.3   Elect Director Robert S. Falcone
                       --- For
                 1.4   Elect Director Daniel R. Feehan ---
                       For
                 1.5   Elect Director Richard J. Hernandez
                       --- For
                 1.6   Elect Director Lawrence V. Jackson
                       --- Withhold
                 1.7   Elect Director Robert J. Kamerschen
                       --- For
                 1.8   Elect Director H. Eugene Lockhart
                       --- For
                 1.9   Elect Director Jack L. Messman ---
                       For
                 1.10  Elect Director William G. Morton,
                       Jr. --- For
                 1.11  Elect Director Thomas G. Plaskett
                       --- For
                 1.12  Elect Director Leonard H. Roberts
                       --- For
                 1.13  Elect Director Edwina D. Woodbury
                       --- For
                 2     Approve Deferred Compensation Plan    For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/05/04 - A     Raytheon Co. *RTN*               755111507                          03/08/04             2,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John M. Deutch ---
                       For
                 1.2   Elect Director Michael C. Ruettgers
                       --- For
                 1.3   Elect Director William R. Spivey
                       --- For
                 1.4   Elect Director William H. Swanson
                       --- For
                 1.5   Elect Director Linda G. Stuntz ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts
                 4     Submit Shareholder Rights Plan        Against    For                    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.  The  board has
                          taken  an  important  first  step in  addressing
                          shareholder  concerns by  redeeming  an existing
                          pill. However,  the board has not fully complied
                          with  the   previously   supported   shareholder
                          proposals  regarding  poison pills.  We consider
                          withholding   votes  for  directors  who  ignore
                          shareholder  proposals that have been passed two
                          years  in a row by a  majority  of  votes  cast.
                          Further,  we apply a one  year  test  where  the
                          proposal  was  approved  with a majority  of the
                          shares  outstanding,  as was the  case in  2003.
                          With   respect  to  the   shareholder   proposal
                          regarding  poison pills,  we do not consider the
                          shareholder   approval  clocks  as  having  been
                          reset   because  of  the   company's   half-step
                          towards  implementing  the will of shareholders.
                          We will closely  monitor  management's  response
                          to this  year's  vote on this  proposal  and, if
                          necessary,  will  recommend the  withholding  of
                          votes for  nominated  directors  at next  year's
                          meeting.
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Implement MacBride Principles         Against    Against                ShrHoldr
                 7     Expense Stock Options                 Against    For                    ShrHoldr
                          By  not   subtracting   the  cost  of   options,
                          companies can report  artificially high earnings
                          that  distort  true  operating  performance  and
                          lead  to  abuses  of  executive  pay.  Expensing
                          would  discipline   compensation  practices  and
                          level  the   accounting   playing   field  among
                          different  forms of pay,  including  other types
                          of equity-based  awards, such as indexed options
                          and restricted  stock,  which  currently must be
                          charged to earnings.  More important,  expensing
                          would  provide  earnings  clarity,  which  would
                          help restore investor confidence.
                 8     Submit Executive Pension Benefit to   Against    For                    ShrHoldr
                       Vote
                          We believe  that  shareholders  should  have the
                          opportunity  to  vote on  extraordinary  pension
                          benefits     beyond    those    offered    under
                          employee-wide  plans,  such as credit  for years
                          of service  not  actually  worked,  preferential
                          benefit  formulas,  and  accelerated  vesting of
                          pension  benefits.  Because the  company's  SERP
                          appears  to confer  extraordinary  benefits  not
                          included  in  employee-wide  plans,  we  believe
                          that  the  SERP  proposal  warrants  shareholder
                          support.
                 9     Limit Executive Compensation          Against    Against                ShrHoldr
                          Although   each  element  of  the  proposal  has
                          aspects  that  cause  us  to  vote  against  the
                          proposal,  it is important to re-emphasize  that
                          had we been in favor of any of the elements,  we
                          would  nevertheless  had  to  vote  against  the
                          whole  proposal.  Therefore,  it is important to
                          ensure that proposals are  sufficiently  focused
                          - as far as possible,  proposals should focus on
                          a specific  element rather than attempt to cover
                          a general list of points.


06/08/04 - A     Regions Financial Corp. *RF*     758940100                          04/27/04             1,300
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Margaret H. Greene
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of  independent  outsider  Margaret H.
                          Greene. We recommend that shareholders  WITHHOLD
                          votes   from   Margaret   H.   Greene  for  poor
                          attendance.
                 2.2   Elect Director Carl E. Jones, Jr.
                       --- For
                 2.3   Elect Director Susan W. Matlock ---
                       For
                 2.4   Elect Director John H. Watson ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adjourn Meeting                       For        Against                Mgmt
                          In this case,  shareholders  already have enough
                          information to make their vote  decisions.  Once
                          their   votes  have  been  cast,   there  is  no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.
                 5     Require a Majority Vote for the       Against    Against                ShrHoldr
                       Election of Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


05/04/04 - A     Robert Half International Inc.   770323103                          03/11/04               200
                 *RHI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     Rohm and Haas Co. *ROH*          775371107                          03/05/04             1,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William J. Avery ---
                       For
                 1.2   Elect Director J. Michael
                       Fitzpatrick --- For
                 1.3   Elect Director Earl G. Graves, Sr.
                       --- For
                 1.4   Elect Director Raj L. Gupta --- For
                 1.5   Elect Director David W. Haas --- For
                 1.6   Elect Director Thomas W. Haas ---
                       For
                 1.7   Elect Director James A. Henderson
                       --- For
                 1.8   Elect Director Richard L. Keyser
                       --- For
                 1.9   Elect Director Jorge P. Montoya ---
                       For
                 1.10  Elect Director Sandra O. Moose ---
                       For
                 1.11  Elect Director Gilbert S. Omenn ---
                       For
                 1.12  Elect Director Gary L. Rogers ---
                       For
                 1.13  Elect Director Ronaldo H. Schmitz
                       --- For
                 1.14  Elect Director Marna C. Whittington
                       --- For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/23/04 - A     Rowan Companies, Inc. *RDC*      779382100                          03/01/04               700
                 1     Elect Directors                       For        For                    Mgmt


05/07/04 - A     Ryder System, Inc. *R*           783549108                          03/12/04               400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Sabre Holdings Corporation       785905100                          03/15/04               200
                 *TSG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/05/04 - A     SAFECO Corp. *SAFC*              786429100                          03/08/04               700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Robert S. Cline ---
                       For
                 1.2   Elect Director G. Thompson Hutton
                       --- For
                 1.3   Elect Director William W.
                       Krippaehne, Jr. --- For
                 1.4   Elect Director Michael S. McGavick
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We note  that  the  company  has  both  positive
                          one-year  and   three-year   total   shareholder
                          return.  We further  note that the  company  has
                          been  proactive  in its  effort  to link pay and
                          performance  among its top  executives  and that
                          executive   compensation   is   analyzed  by  an
                          independent  Compensation Committee.          We
                          believe   that   an   independent   Compensation
                          Committee   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,  we believe this proposal
                          is too  restrictive,  as it 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.


05/20/04 - A     Safeway Inc. *SWY*               786514208                          03/25/04             2,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Steven A. Burd ---
                       Withhold
                          A key issue for  investors  as they sift through
                          questions     raised     about      performance,
                          relationships and related party  transactions is
                          whether  or not  Safeway's  board is  fulfilling
                          its  fiduciary  obligation  to  shareholders  by
                          providing   effective   management    oversight.
                          Recent  corporate  governance  reforms are steps
                          in  the   right   direction,   but  are  they  a
                          sufficient    antidote    to   a    legacy    of
                          relationships   that  extends  back  almost  two
                          decades?        Criticisms      of     Safeway's
                          performance are modestly  compelling.  Safeway's
                          performance  record over the last five years has
                          been less than  favorable.  Some critics put the
                          blame for this  performance  problem squarely on
                          the  shoulders  of Mr.  Burd.  At the same time,
                          most of Safeway's peer group has struggled.  The
                          recent  earnings  report  is  a  mixed  bag  and
                          continues   to   highlight   trends   that  have
                          impacted  Safeway and its  competitors  over the
                          last few years.  If this "vote no" campaign were
                          solely a  referendum  on  performance,  it would
                          likely  not  have   gained  the   traction   and
                          momentum  that we have  seen  in  recent  weeks.
                                  The   related  party   transactions  and
                          disclosure  issues that have been highlighted by
                          the  dissidents are of concern.  Mr.  Tauscher's
                          related party  transactions  are  historical and
                          not monetarily  significant,  and,  hence, we do
                          not recommend  withholding  from Mr. Tauscher on
                          those grounds  alone.  However,  we do point out
                          that this board  needs to be more  diligent  and
                          critical  in its  views  on and  disclosures  of
                          related  party   transactions   going   forward.
                                  A  more   significant   concern  is  the
                          continuing KKR influence on the board.  With the
                          company's recent  announcement of Mr. Greene and
                          Mr.  Roberts  stepping down from the board,  the
                          "KKR    connection    criticism    is   slightly
                          mitigated.  The remaining  "KKR  connection"  on
                          the  board  centers  on Mr.  MacDonnell  and Mr.
                          Hazen. Mr. Hazen is not a current  nominee.  Mr.
                          MacDonnell   is  a  former   KKR   partner   and
                          currently retired.  As such, we do not recommend
                          withholding from Mr.  MacDonnell.          As we
                          sift through the issues of failed  transactions,
                          undisclosed  connections,  and a board dominated
                          by an outside  entity,  there is one  constant '
                          Mr. Burd.  Our  recommendation  to withhold from
                          Mr.  Burd  is not a  referendum  on  Mr.  Burd's
                          continuation  as CEO,  nor should it be. That is
                          for the board to judge.  Rather, we focus on the
                          performance    of    this    board    and    the
                          accountability  of  its  CEO/chairman.  In  that
                          light,  one cannot  disregard the ties that bind
                          this  board,   including   Mr.  Burd,   to  KKR.
                                  In  its most recent  governance  reform,
                          the company  announced the election of Mr. Hazen
                          as  lead  director.  Mr.  Hazen's  ties  to  KKR
                          disqualify  him as a  strong  counterbalance  to
                          Chairman  Burd.  We  acknowledge  that the board
                          has  few  options  for  selection  of  a  strong
                          independent    chairman    from   its   existing
                          directors,  but we  must  note  that  the  board
                          created  this  problem by failing to replace the
                          KKR directors in a timely fashion  following the
                          liquidation of KKR's equity interest.  The board
                          now must  find  independent  candidates  to fill
                          the three seats being vacated.  We hope that one
                          of these  new  nominees  will  emerge  as a good
                          choice   for    chairman.        The    recently
                          announced  reforms  are a partial  step  towards
                          resolving  the KKR legacy  issues.  It demands a
                          complete  solution.  New names and expertise are
                          needed   on   this   board,   including   a  new
                          independent board chairman.  We acknowledge that
                          this   board   has   improved   its    corporate
                          governance,  but we believe  they  haven't  gone
                          far enough.  We note that a separate proposal on
                          this  ballot  provides  shareholders  a voice on
                          the   issue   of   an   independent    chairman.
                          Nevertheless,    the   collective   history   of
                          relationships  between KKR and Safeway cannot be
                          ignored.  Naming a strong  independent  chairman
                          is the one reform  that would set the company on
                          the right path.
                 1.2   Elect Director Robert I. MacDonnell
                       --- For
                 1.3   Elect Director William Y. Tauscher
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Approve Repricing of Options          For        For                    Mgmt
                 5     Amend Bylaws to Require Independent   Against    For                    ShrHoldr
                       Director as Chairman of the Board
                          On  May  3,  2004,  the  company  announced  the
                          election  of  Paul  Hazen  as  lead  independent
                          director.  The company  believes that it has met
                          our standards on an  independent  lead director.
                          However,  as  discussed  more fully in the Elect
                          Directors  section,  we believe that Mr. Hazen's
                          ties  to  KKR  preclude  him  from  acting  as a
                          strong  counterbalance  to Mr. Burd.  We believe
                          that   Safeway's   board   requires   a   strong
                          independent  chairman.  Since  approval  of this
                          proposal  will  ensure the  independence  of the
                          chairman of the board, we support this proposal.
                 6     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 7     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)
                 8     Prepare Sustainability Report         Against    Against                ShrHoldr
                 9     Report on Political Contributions     Against    Against                ShrHoldr
                 10    Expense Stock Options                 Against    For                    ShrHoldr
                          We support the expensing of options.  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.  Because
                          the  company  has made a  commitment  to expense
                          options,  we believe that management  intends to
                          support  this  proposal at its  upcoming  annual
                          meeting.


04/30/04 - A     SBC Communications Inc. *SBC*    78387G103                          03/02/04            16,200
                 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        Against                Mgmt
                          This proposal would declassify the board.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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.


04/27/04 - A     Schering-Plough Corp. *SGP*      806605101                          03/05/04             7,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


04/14/04 - A     Schlumberger Ltd. *SLB*          806857108                          02/25/04             2,800
                       Meeting for Holders of ADRs
                 1     Elect Directors                       For        For                    Mgmt
                 2     ADOPTION AND APPROVAL OF FINANCIALS   For        For                    Mgmt
                       AND DIVIDENDS
                 3     APPROVAL OF ADOPTION OF THE 2004      For        For                    Mgmt
                       STOCK AND DEFERRAL PLAN FOR
                       NON-EMPLOYEE DIRECTORS
                 4     APPROVAL OF AUDITORS                  For        For                    Mgmt


05/05/04 - A     Sealed Air Corp. *SEE*           81211K100                          03/08/04               500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Sears, Roebuck & Co. *S*         812387108                          03/15/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William L. Bax ---
                       For
                 1.2   Elect Director Donald J. Carty ---
                       For
                 1.3   Elect Director Alan J. Lacy --- For
                 1.4   Elect Director Hugh B. Price --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because  the  company  refuses to put any future
                          pill to a  shareholder  vote,  and  because  the
                          pill proposal has received  shareholder  support
                          in each of the  past  two  years,  we  recommend
                          that shareholders support this proposal.
                 5     Establish Other Board Committee       Against    For                    ShrHoldr
                          Since the  underlying  purpose of this  proposal
                          is  to   provide  an   effective   communication
                          mechanism  between  the  company's  shareholders
                          and its  board,  we believe it to be in the best
                          interest  of the  shareholders.  As  such,  this
                          proposal warrants a shareholder approval.


05/04/04 - A     Sempra Energy *SRE*              816851109                          03/09/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be redeemed  and any new pill be put to a
                          shareholder vote.
                 6     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                          In the case of Sempra Energy,  the tax and other
                          fees is  represents  only  17.62  percent of the
                          total  fees paid to the  auditor  for  2003.  In
                          view of the  reasonable  level of non-audit fees
                          for 2003 and the Audit Committee  procedures for
                          mitigating  potential conflicts of interest,  we
                          do not  believe  support  of  this  proposal  is
                          warranted at this time.
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


06/23/04 - A     Siebel Systems, Inc. *SEBL*      826170102                          04/29/04             2,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Abstain    For                    ShrHoldr
                          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.


05/04/04 - A     Sigma-Aldrich Corp. *SIAL*       826552101                          03/05/04               500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


05/05/04 - A     Simon Property Group, Inc.       828806109                          03/08/04             1,100
                 *SPG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/13/04 - A     SLM Corp. *SLM*                  78442P106                          03/15/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Snap-on Incorporated *SNA*       833034101                          02/23/04               400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Southern Company *SO*            842587107                          03/29/04             3,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Outside Director Stock in     For        For                    Mgmt
                       Lieu of Cash


04/21/04 - A     SouthTrust Corp. *SOTR*          844730101                          02/20/04             1,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt


05/19/04 - A     Southwest Airlines Co. *LUV*     844741108                          03/23/04             3,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Herbert D. Kelleher
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of C. Webb  Crockett,  June M. Morris
                          and  Herbert  D.  Kelleher.  We  recommend  that
                          shareholders  WITHHOLD votes from June M. Morris
                          for  standing as an  affiliated  outsider on the
                          Audit,  Compensation  and Nominating  committees
                          and  for   failure  to   establish   a  majority
                          independent   board,   C.  Webb   Crockett   for
                          standing   as   affiliated   outsider   on   the
                          Compensation  and Nominating  committees and for
                          failure  to  establish  a  majority  independent
                          board,  and Herbert D.  Kelleher  for failure to
                          establish a majority independent board.
                 1.2   Elect Director Rollin W. King ---
                       For
                 1.3   Elect Director June M. Morris ---
                       Withhold
                 1.4   Elect Director C. Webb Crockett ---
                       Withhold
                 1.5   Elect Director William P. Hobby ---
                       For
                 1.6   Elect Director Travis C. Johnson
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Sprint Corp. *FON*               852061100                          02/20/04             4,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gordon M. Bethune
                       --- For
                          In  light  of the  persistent  and  questionable
                          judgment  displayed by the board, we recommend a
                          WITHHOLD  vote from  Linda  Koch  Lorimer as the
                          only continuing director up for re-election.  It
                          is our stance that if the  remaining  continuing
                          directors  were  up for  re-election,  we  would
                          recommend  a  withhold  vote  from  those  board
                          members as well.
                 1.2   Elect Director E. Linn Draper, Jr.
                       --- For
                 1.3   Elect Director Deborah A. Henretta
                       --- For
                 1.4   Elect Director Linda Koch Lorimer
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          We   support    the   general    principal    of
                          performance-based   compensation,  and  believes
                          that  there  should  be strong  linkage  between
                          company's  performance  and  compensation at the
                          senior  executive  level.  We also favor the use
                          of equity  grants  whose  grant or  vesting  are
                          directly  tied to the  attainment  of  disclosed
                          performance  criteria and the associated  hurdle
                          rates.   Sprint's  long-term  incentive  program
                          utilizes time-based  restricted stock grants and
                          stock  options  in  2003.  Only  the  short-term
                          incentive    compensation    is    tied   to   a
                          pre-established  performance  criteria.  As  for
                          stock  options,  the  nature of the stock  price
                          element  is  the  performance   feature  of  the
                          long-term incentive.  Therefore, executives will
                          receive  a benefit  only  when the  stock  price
                          increases.    In   light   of    Sprint's    non
                          performance-based    equity   grants   and   Mr.
                          Forsee's   2003   compensation    package,    we
                          recommend  a vote in favor of this  proposal  in
                          this case.
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          We agree  with the  spirit of the  proposal  and
                          has repeatedly  stressed its concern  throughout
                          this  analysis  of the  compensation  package of
                          chief  executive  officer Gary Forsee.  However,
                          this  proposal  would  arbitrarily  set  caps on
                          salary,  bonus, and equity awards  regardless of
                          the company's performance.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr


04/20/04 - A     Sprint Corp. *FON*               852061506                          02/20/04               200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gordon M. Bethune
                       --- For
                          In  light  of the  persistent  and  questionable
                          judgment  displayed by the board, we recommend a
                          WITHHOLD  vote from  Linda  Koch  Lorimer as the
                          only continuing director up for re-election.  It
                          is our stance that if the  remaining  continuing
                          directors  were  up for  re-election,  we  would
                          recommend  a  withhold  vote  from  those  board
                          members as well.
                 1.2   Elect Director E. Linn Draper, Jr.
                       --- For
                 1.3   Elect Director Deborah A. Henretta
                       --- For
                 1.4   Elect Director Linda Koch Lorimer
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          We   support    the   general    principal    of
                          performance-based   compensation,  and  believes
                          that  there  should  be strong  linkage  between
                          company's  performance  and  compensation at the
                          senior  executive  level.  We also favor the use
                          of equity  grants  whose  grant or  vesting  are
                          directly  tied to the  attainment  of  disclosed
                          performance  criteria and the associated  hurdle
                          rates.   Sprint's  long-term  incentive  program
                          utilizes time-based  restricted stock grants and
                          stock  options  in  2003.  Only  the  short-term
                          incentive    compensation    is    tied   to   a
                          pre-established  performance  criteria.  As  for
                          stock  options,  the  nature of the stock  price
                          element  is  the  performance   feature  of  the
                          long-term incentive.  Therefore, executives will
                          receive  a benefit  only  when the  stock  price
                          increases.    In   light   of    Sprint's    non
                          performance-based    equity   grants   and   Mr.
                          Forsee's   2003   compensation    package,    we
                          recommend  a vote in favor of this  proposal  in
                          this case.
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          We agree  with the  spirit of the  proposal  and
                          has repeatedly  stressed its concern  throughout
                          this  analysis  of the  compensation  package of
                          chief  executive  officer Gary Forsee.  However,
                          this  proposal  would  arbitrarily  set  caps on
                          salary,  bonus, and equity awards  regardless of
                          the company's performance.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr


05/12/04 - A     St. Jude Medical, Inc. *STJ*     790849103                          03/15/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael A. Rocca ---
                       For
                 1.2   Elect Director David A. Thompson
                       --- For
                 1.3   Elect Director Stefan K.
                       Widensohler --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Increase Authorized Common Stock      For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal    is    unduly    restrictive.     The
                          Compensation     Committee    and     Management
                          Development   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.


06/17/04 - A     Staples, Inc. *SPLS*             855030102                          04/19/04             2,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Given  that the plan has  already  expired,  and
                          that the board has  determined  not to renew the
                          plan, this proposal has become moot.  Therefore,
                          we  recommend  that  shareholders  vote  against
                          this item.
                 7     Submit Shareholder Rights Plan        Against    For                    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.
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          Our  policy  is  to  recommend   voting  against
                          proposals  that seek to set  absolute  levels on
                          compensation or otherwise  dictate the amount or
                          form of compensation.
                 9     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                          In this case,  the company states that the Audit
                          Committee  pre-approves  all services by Ernst &
                          young LLP, the  company's  independent  auditors
                          in compliance  with the rules of  Sarbanes-Oxley
                          Act.  Also,  the  aggregate  fees  paid for 'tax
                          services'  and  'other  services'  are less than
                          the  aggregate  fees paid for  'audit  services'
                          and  'audit-related  services'.   Therefore,  we
                          believe   this   proposal   does   not   warrant
                          shareholder support.


05/07/04 - A     Starwood Hotels & Resorts        85590A203                          03/19/04             1,000
                 Worldwide, Inc. *HOT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     For        Against                Mgmt


04/21/04 - A     State Street Corp. (Boston)      857477103                          02/27/04             1,600
                 *STT*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Kennett Burnes ---
                       For
                 1.2   Elect Director David Gruber --- For
                 1.3   Elect Director Linda Hill --- For
                 1.4   Elect Director Charles Lamantia ---
                       For
                 1.5   Elect Director Robert Weissman ---
                       For
                 2     Exempt Board of Directors from        Against    Against                ShrHoldr
                       Massachusetts General Laws, Chapter
                       156B, Section 50A(a)
                          Proposal would declassify the board.


04/20/04 - A     Stryker Corp. *SYK*              863667101                          02/27/04               900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John W. Brown --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Ronda  E.
                          Stryker  and  Donald  M.   Engelman,   Ph.D.  We
                          recommend that shareholders  WITHHOLD votes from
                          Ronda E. Stryker for  standing as an  affiliated
                          outsider  on  the  compensation  and  nominating
                          committees  and from Donald M.  Engelman,  Ph.D.
                          for  standing  as  affiliated  outsiders  on the
                          nominating committee.
                 1.2   Elect Director Howard E. Cox, Jr.
                       --- For
                 1.3   Elect Director Donald M. Engelman,
                       Ph.D. --- Withhold
                 1.4   Elect Director Jerome H. Grossman,
                       M.D. --- For
                 1.5   Elect Director John S. Lillard ---
                       For
                 1.6   Elect Director William U. Parfet
                       --- For
                 1.7   Elect Director Ronda E. Stryker ---
                       Withhold
                 2     Increase Authorized Common Stock      For        For                    Mgmt


05/14/04 - A     SunGard Data Systems Inc.        867363103                          03/15/04             1,400
                 *SDS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gregory S. Bentley
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Gregory  S.
                          Bentley.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Gregory  S.  Bentley  for
                          standing as an affiliated  outsider on the Audit
                          Committee.
                 1.2   Elect Director Michael C. Brooks
                       --- For
                 1.3   Elect Director Cristobal Conde ---
                       For
                 1.4   Elect Director Ramon de Oliveira
                       --- For
                 1.5   Elect Director Henry C. Duques ---
                       For
                 1.6   Elect Director Albert A. Eisenstat
                       --- For
                 1.7   Elect Director Bernard Goldstein
                       --- For
                 1.8   Elect Director Janet Brutschea
                       Haugen --- For
                 1.9   Elect Director James L. Mann --- For
                 1.10  Elect Director Malcolm I. Ruddock
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Sunoco, Inc. *SUN*               86764P109                          02/10/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     SunTrust Banks, Inc. *STI*       867914103                          02/20/04             1,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/26/04 - A     SUPERVALU Inc. *SVU*             868536103                          04/01/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Charles M. Lillis
                       --- For
                 1.2   Elect Director Jeffrey Noodle ---
                       For
                 1.3   Elect Director Steven S. Rogers ---
                       For
                 1.4   Elect Director Ronald E. Daly ---
                       For
                 1.5   Elect Director Marissa Peterson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Therefore,  given that: (i) the plurality voting
                          threshold  is the  currently  accepted  standard
                          for  the   election  of  directors  of  publicly
                          traded  companies,  (ii)  approval  of this item
                          could   disrupt   board   operations   and   the
                          company's  financial  performance  in the  event
                          some  or  all of the  director  nominees  do not
                          receive   majority   support   and  do  not  get
                          elected,  (iii) requiring a majority vote of the
                          outstanding  shares could in effect  provide for
                          a  supermajority  of  votes  cast,  which  would
                          adversely affect shareholders'  ability to elect
                          directors in a contested election,  and (iv) 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 at this
                          point in time  believe  the  proposed  amendment
                          warrants shareholder support.


04/26/04 - A     Symbol Technologies, Inc.        871508107                          03/01/04             1,150
                 *SBL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Synovus Financial Corp. *SNV*    87161C105                          02/17/04             1,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/08/04 - A     T. Rowe Price Group, Inc.        74144T108                          02/06/04               351
                 *TROW*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward C. Bernard
                       --- For
                 1.2   Elect Director James T. Brady ---
                       For
                 1.3   Elect Director D. William J.
                       Garrett --- For
                 1.4   Elect Director Donald B. Hebb, Jr.
                       --- For
                 1.5   Elect Director James A.C. Kennedy
                       --- For
                 1.6   Elect Director James S. Riepe ---
                       For
                 1.7   Elect Director George A. Roche ---
                       For
                 1.8   Elect Director Brian C. Rogers ---
                       For
                 1.9   Elect Director Dr. Alfred Sommer
                       --- For
                 1.10  Elect Director Dwight S. Taylor ---
                       For
                 1.11  Elect Director Anne Marie
                       Whittemore --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        Against                Mgmt
                          While we recognize T. Rowe Price's  compensation
                          methodology   for   retaining   employees,    we
                          primarily   evaluate    stock-based    incentive
                          proposals  by analyzing  the economic  costs and
                          the dilutive  impact on  shareholders.  Since T.
                          Rowe Price uses a higher  level of equity in its
                          compensation  to  employees  to offset the lower
                          cash  compensation  and other forms of long-term
                          incentives,  there are higher levels of economic
                          costs   and   dilution   associated   with   it.
                          Therefore,   the  cost   for  the   2004   Stock
                          Incentive   Plan  is  13.30   percent   and  has
                          exceeded the allowable cap of 6.20 percent.
                 4     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     Target Corporation *TGT*         87612E106                          03/22/04             4,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


04/28/04 - A     TECO Energy, Inc. *TE*           872375100                          02/18/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Tom L. Rankin --- For
                 1.2   Elect Director William D. Rockford
                       --- For
                 1.3   Elect Director J. Thomas Touchton
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                 5     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


04/22/04 - A     Tellabs, Inc. *TLAB*             879664100                          02/23/04             1,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/07/04 - A     Temple-Inland Inc. *TIN*         879868107                          03/10/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Tenet Healthcare Corp. *THC*     88033G100                          03/11/04             2,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Teradyne, Inc. *TER*             880770102                          04/05/04             1,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     Texas Instruments Inc. *TXN*     882508104                          02/17/04             8,200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James R. Adams ---
                       For
                 1.2   Elect Director David L. Boren ---
                       For
                 1.3   Elect Director Daniel A. Carp ---
                       For
                 1.4   Elect Director Thomas J. Engibous
                       --- For
                 1.5   Elect Director Gerald W.
                       Fronterhouse --- For
                 1.6   Elect Director David R. Goode ---
                       For
                 1.7   Elect Director Wayne R. Sanders ---
                       For
                 1.8   Elect Director Ruth J. Simmons ---
                       For
                 1.9   Elect Director Richard K. Templeton
                       --- For
                 1.10  Elect Director Christine Todd
                       Whitman --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


04/28/04 - A     Textron Inc. *TXT*               883203101                          03/05/04               600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Stock-for-Salary/Bonus Plan   For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Foreign Weapons Sales       Against    Against                ShrHoldr
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Cease Charitable Contributions        Against    Against                ShrHoldr


04/28/04 - A     The AES Corp. *AES*              00130H105                          03/03/04             3,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     The Allstate Corp. *ALL*         020002101                          03/19/04             3,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr


04/13/04 - A     The Bank Of New York Co., Inc.   064057102                          02/23/04             3,600
                 *BK*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Frank J. Biondi, Jr.
                       --- For
                 1.2   Elect Director Nicholas M. Donofrio
                       --- For
                 1.3   Elect Director Alan R. Griffith ---
                       For
                 1.4   Elect Director Gerald L. Hassell
                       --- For
                 1.5   Elect Director Richard J. Kogan ---
                       For
                 1.6   Elect Director Michael J. Kowalski
                       --- For
                 1.7   Elect Director John A. Luke, Jr.
                       --- For
                 1.8   Elect Director John C. Malone ---
                       For
                 1.9   Elect Director Paul Myners, CBE ---
                       For
                 1.10  Elect Director Robert C. Pozen ---
                       For
                 1.11  Elect Director Catherine A. Rein
                       --- For
                 1.12  Elect Director Thomas A. Renyi ---
                       For
                 1.13  Elect Director William C.
                       Richardson --- For
                 1.14  Elect Director Brian L. Roberts ---
                       For
                 1.15  Elect Director Samuel C. Scott III
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Report on Political Contributions     Against    Against                ShrHoldr
                          In light of the potential costs  associated with
                          the   requested   report,   we  recommend   that
                          shareholders oppose this request.
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Limit Composition of Committee to     Against    Against                ShrHoldr
                       Independent Directors
                 7     Submit Shareholder Rights Plan        Against    For                    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.


04/27/04 - A     The Black & Decker Corp. *BDK*   091797100                          02/17/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Restricted Stock Plan         For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr


05/03/04 - A     The Boeing Co. *BA*              097023105                          03/05/04             4,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John H. Biggs ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  Rozanne  L.  Ridgway,   John  E.
                          Bryson,  and John H. Biggs.  We  recommend  that
                          shareholders  WITHHOLD  votes  from  Rozanne  L.
                          Ridgway,  John E. Bryson,  and John H. Biggs for
                          failure to implement the board  declassification
                          and removal of the supermajority  vote provision
                          proposals.
                 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    Abstain                ShrHoldr
                       Conduct
                 6     Declassify the Board of Directors     Against    Against                ShrHoldr
                 7     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          As  a  matter  of  policy,   we  recommend  that
                          shareholders   vote  for  all   proposals   that
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders' best interest.
                 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
                          In this case,  although  the  company  has stock
                          ownership  guidelines that range from one to six
                          times  base  salary  (four  to  six  times  base
                          salary  for named  executive  officers),  in the
                          absence of any long-term  ownership  requirement
                          or  meaningful   retention   ratio  policy,   we
                          recommend a vote FOR this proposal.
                 10    Provide Employees Choice of Pension   Against    Against                ShrHoldr
                       Plans at Retirement or Termination


05/17/04 - A     The Charles Schwab Corp. *SCH*   808513105                          03/18/04             6,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/27/04 - A     The Chubb Corp. *CB*             171232101                          03/08/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Zoe Baird --- For
                 1.2   Elect Director Sheila P. Burke ---
                       For
                 1.3   Elect Director James I. Cash, Jr.
                       --- For
                 1.4   Elect Director Joel J. Cohen --- For
                 1.5   Elect Director James M. Cornelius
                       --- For
                 1.6   Elect Director John D. Finnegan ---
                       For
                 1.7   Elect Director David H. Hoag --- For
                 1.8   Elect Director Klaus J. Mangold ---
                       For
                 1.9   Elect Director Sir David G.
                       Scholey, CBE --- For
                 1.10  Elect Director Raymond G. H. Seitz
                       --- For
                 1.11  Elect Director Lawrence M. Small
                       --- For
                 1.12  Elect Director Daniel E. Somers ---
                       For
                 1.13  Elect Director Karen Hastie
                       Williams --- For
                 1.14  Elect Director James M. Zimmerman
                       --- For
                 1.15  Elect Director Alfred W. Zollar ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          When   reviewing   requests  for   proposals  on
                          political  contributions,  we take 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  Chubb,  we note
                          that the  company  follows  all  state and local
                          laws   regarding   contributions   to  political
                          candidates or  organizations.  Furthermore,  the
                          extensive  scope  of the  reports  requested  in
                          this   proposal   may   not   be   substantially
                          different from information  currently  available
                          and could prove  costly or  difficult  to gather
                          and  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.


04/21/04 - A     The Coca-Cola Company *KO*       191216100                          02/23/04            11,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Herbert A. Allen ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Warren E.  Buffett.  We  recommend
                          that shareholders  WITHHOLD votes from Warren E.
                          Buffett for standing as an  affiliated  outsider
                          on the Audit Committee.
                 1.2   Elect Director Ronald W. Allen ---
                       For
                 1.3   Elect Director Cathleen P. Black
                       --- For
                 1.4   Elect Director Warren E. Buffett
                       --- Withhold
                 1.5   Elect Director Douglas N. Daft ---
                       For
                 1.6   Elect Director Barry Diller --- For
                 1.7   Elect Director Donald R. Keough ---
                       For
                 1.8   Elect Director Susan Bennett King
                       --- For
                 1.9   Elect Director Maria Elena
                       Lagomasino --- For
                 1.10  Elect Director Donald F. Mchenry
                       --- For
                 1.11  Elect Director Robert L. Nardelli
                       --- For
                 1.12  Elect Director Sam Nunn --- For
                 1.13  Elect Director J. Pedro Reinhard
                       --- For
                 1.14  Elect Director James D. Robinson
                       III --- For
                 1.15  Elect Director Peter V. Ueberroth
                       --- For
                 1.16  Elect Director James B. Williams
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Operational Impact of       For        For                    ShrHoldr
                       HIV/AIDS Pandemic
                 4     Report on Stock Option Distribution   Against    Abstain                ShrHoldr
                       by Race and Gender
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 6     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          We are concerned  with the  disparate  treatment
                          given  to  senior  executives.   Therefore,   we
                          recommend voting FOR the proposal.
                 7     Submit Executive Compensation to      Against    Against                ShrHoldr
                       Vote
                 8     Implement China Principles            Against    Against                ShrHoldr
                 9     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/13/04 - A     The Dow Chemical Company *DOW*   260543103                          03/15/04             4,583
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Report on Social Initiatives in       Against    Abstain                ShrHoldr
                       Bhopal


05/12/04 - A     The Gap, Inc. *GPS*              364760108                          03/15/04             4,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Limit Executive Compensation          Against    Against                ShrHoldr


05/20/04 - A     The Gillette Co. *G*             375766102                          03/22/04             5,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward F. DeGraan
                       --- For
                 1.2   Elect Director Wilbur H. Gantz ---
                       For
                 1.3   Elect Director James M. Kilts ---
                       For
                 1.4   Elect Director Jorge Paulo Lemann
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Prohibit Auditor from Providing       Against    For                    ShrHoldr
                       Non-Audit Services
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 6     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


05/20/04 - A     The Hartford Financial           416515104                          03/22/04             1,400
                 Services Group, Inc. *HIG*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Ramani Ayer --- For
                 1.2   Elect Director Ronald E. Ferguson
                       --- For
                 1.3   Elect Director Edward J. Kelly, III
                       --- For
                 1.4   Elect Director Paul G. Kirk, Jr.
                       --- For
                 1.5   Elect Director Thomas M. Marra ---
                       For
                 1.6   Elect Director Gail J. McGovern ---
                       For
                 1.7   Elect Director Robert W. Selander
                       --- For
                 1.8   Elect Director Charles B. Strauss
                       --- For
                 1.9   Elect Director H. Patrick Swygert
                       --- For
                 1.10  Elect Director Gordon I. Ulmer ---
                       For
                 1.11  Elect Director David K. Zwiener ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  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.


05/18/04 - A     The Interpublic Group of         460690100                          03/26/04             2,000
                 Companies, Inc. *IPG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David A. Bell --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider J.  Phillip
                          Samper. We recommend that shareholders  WITHHOLD
                          votes   from  J.   Phillip   Samper   for   poor
                          attendance.
                 1.2   Elect Director Frank J. Borell ---
                       For
                 1.3   Elect Director Reginald K. Brack
                       --- For
                 1.4   Elect Director Jill M. Considine
                       --- For
                 1.5   Elect Director Christopher J.
                       Coughlin --- For
                 1.6   Elect Director John J. Donner, Jr.
                       --- For
                 1.7   Elect Director Richard A. Goldstein
                       --- For
                 1.8   Elect Director H. John Greenlaus
                       --- For
                 1.9   Elect Director Michael I. Roth ---
                       For
                 1.10  Elect Director J. Phillip Samper
                       --- Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     MacBride Principles                   Against    Against                ShrHoldr


06/24/04 - A     The Kroger Co. *KR*              501044101                          04/26/04             3,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John L. Clendenin
                       --- For
                 1.2   Elect Director David B. Dillon ---
                       For
                 1.3   Elect Director David B. Lewis ---
                       For
                 1.4   Elect Director Don W. McGeorge ---
                       For
                 1.5   Elect Director W. Rodney McMullen
                       --- For
                 1.6   Elect Director Susan M. Phillips
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 5     Submit Severance Agreement            Against    Against                ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.
                          Furthermore,   we  believe   that  a   company's
                          severance  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.  However,  in this
                          case,  the proposal does not call for the option
                          of seeking  approval after the material terms of
                          the  agreement  are agreed  upon.  Because it is
                          not   practical  to  obtain  prior   shareholder
                          approval for these  agreements,  we believe that
                          the  proposal as mandated  by the  proponent  is
                          too  restrictive.  As  such,  we do not  believe
                          this proposal  warrants  shareholder  support at
                          this time.


05/21/04 - A     The May Department Stores Co.    577778103                          04/02/04             1,400
                 *MAY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr


04/28/04 - A     The McGraw-Hill Companies,       580645109                          03/09/04             1,000
                 Inc. *MHP*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Pedro Aspe --- For
                 1.2   Elect Director Robert P. McGraw ---
                       For
                 1.3   Elect Director Hilda
                       Ochoa-Brillembourg --- For
                 1.4   Elect Director Edward B. Rust, Jr.
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be redeemed  and any new pill be put to a
                          shareholder vote.


04/13/04 - A     The New York Times Co. *NYT*     650111107                          02/17/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve A Non-Employee Director       For        Against                Mgmt
                       Stock Incentive Plan
                          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 8.16 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     The Pepsi Bottling Group, Inc.   713409100                          03/29/04             1,300
                 *PBG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          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 11.40  percent is above the allowable cap for
                          this company of 9.11 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


04/16/04 - A     The Progressive Corp. *PGR*      743315103                          02/18/04             1,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles to Issue Shares        For        For                    Mgmt
                       without Issuing Physical
                       Certificates
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     The Sherwin-Williams Co. *SHW*   824348106                          02/23/04               800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James C. Boland ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsiders  Curtis E.
                          Moll  and  Susan J.  Kropf.  We  recommend  that
                          shareholders  WITHHOLD votes from Curtis E. Moll
                          and Susan J. Kropf for poor attendance.
                 1.2   Elect Director John G. Breen --- For
                 1.3   Elect Director Duane E. Collins ---
                       For
                 1.4   Elect Director Christopher M.
                       Connor --- For
                 1.5   Elect Director Daniel E. Evans ---
                       For
                 1.6   Elect Director Susan J. Kropf ---
                       Withhold
                 1.7   Elect Director Robert W. Mahoney
                       --- For
                 1.8   Elect Director Gary E. McCullough
                       --- For
                 1.9   Elect Director A. Malachi Mixon,
                       III --- For
                 1.10  Elect Director Curtis E. Moll ---
                       Withhold
                 1.11  Elect Director Joseph M. Scaminace
                       --- For
                 1.12  Elect Director Richard K. Smucker
                       --- For
                 2     Amend Bylaws                          For        Against                Mgmt
                          Since the proposed  amendment to  regulations is
                          a  bundled   proposal  and  we  oppose  the  one
                          regarding written consent,  we recommend against
                          this item.
                 3     Amend Bylaws                          For        For                    Mgmt
                 4     Amend Nomination Procedures for the   For        For                    Mgmt
                       Board
                 5     Ratify Auditors                       For        For                    Mgmt


06/01/04 - A     The TJX Companies, Inc. *TJX*    872540109                          04/12/04             2,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Implement ILO Based Code of Conduct   Against    Abstain                ShrHoldr
                 4     Report on Vendor Standards            Against    Abstain                ShrHoldr
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr


05/20/04 - A     The Williams Companies, Inc.     969457100                          03/26/04             2,500
                 *WMB*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Charles M. Lillis
                       --- For
                 1.2   Elect Director William G. Lowrie
                       --- For
                 1.3   Elect Director Joseph H. Williams
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  Compensation
                          Committee   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,  we believe this proposal
                          is too  restrictive,  as it would  limit  equity
                          awards  to  time-based   restricted  shares.  As
                          such,  this  item does not  warrant  shareholder
                          approval.


05/18/04 - A     Thermo Electron Corp. *TMO*      883556102                          03/26/04             1,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Marijn E. Dekkers
                       --- For
                 1.2   Elect Director Robert A. McCabe ---
                       For
                 1.3   Elect Director Robert W. O'Leary
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          The company  currently uses restricted  stock as
                          part  of its  long-term  incentive  compensation
                          for  executives.  However,  the company's  proxy
                          materials  do not  specify  the  performance  or
                          vesting  requirements  of such awards.  Although
                          we generally support  restricted stock grants as
                          part of overall  executive  compensation,  we do
                          not believe that companies  should be limited or
                          constrained   in   their   selection   of  award
                          types.        Although  one may  argue  that the
                          level of equity  compensation  at the company is
                          not proportional to its  performance,  we do not
                          believe  that  this  proposal   represents   the
                          solution    to     potential     or    perceived
                          pay-for-performance  disconnects.  In  addition,
                          the proposal is too  restrictive as it requires:
                          (1) the absolute  substitution of restricted for
                          stock  options and (2) a 100  percent  retention
                          ratio.


05/05/04 - A     Thomas & Betts Corp. *TNB*       884315102                          03/15/04               400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan


05/20/04 - A     Tiffany & Co. *TIF*              886547108                          03/25/04               700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     Time Warner Inc *TWX*            887317105                          03/23/04            22,450
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James L. Barksdale
                       --- For
                 1.2   Elect Director Stephen F.
                       Bollenbach --- For
                 1.3   Elect Director Stephen M. Case ---
                       For
                 1.4   Elect Director Frank J. Caufield
                       --- For
                 1.5   Elect Director Robert C. Clark ---
                       For
                 1.6   Elect Director Miles R. Gilburne
                       --- For
                 1.7   Elect Director Carla A. Hills ---
                       For
                 1.8   Elect Director Reuben Mark --- For
                 1.9   Elect Director Michael A. Miles ---
                       For
                 1.10  Elect Director Kenneth J. Novack
                       --- For
                 1.11  Elect Director Richard D. Parsons
                       --- For
                 1.12  Elect Director R. E. Turner --- For
                 1.13  Elect Director Francis T. Vincent,
                       Jr. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt China Principles                Against    Against                ShrHoldr
                 4     Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Due to  escalating  executive  pay and the  fact
                          that the report  requested  will shed some light
                          on company's  pay  practices  and  policies,  we
                          believe that this proposal warrants  shareholder
                          approval.


04/29/04 - A     Torchmark Corp. *TMK*            891027104                          03/05/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                 4     Divest Investments in Tobacco         Against    Against                ShrHoldr
                       Companies


06/02/04 - A     Toys 'R' Us, Inc. *TOY*          892335100                          04/09/04             1,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director RoAnn Costin --- For
                 1.2   Elect Director John H. Eyler, Jr.
                       --- For
                 1.3   Elect Director Roger N. Farah ---
                       For
                 1.4   Elect Director Peter A. Georgescu
                       --- For
                 1.5   Elect Director Cinda A. Hallman ---
                       For
                 1.6   Elect Director Calvin Hill --- For
                 1.7   Elect Director Nancy Karch --- For
                 1.8   Elect Director Norman S. Matthews
                       --- For
                 1.9   Elect Director Arthur B. Newman ---
                       For
                 1.10  Elect Director Frank R. Noonan ---
                       For
                 2     Require a Majority Vote for the       Against    Against                ShrHoldr
                       Election of Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election   of   directors   of   publicly-traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          requiring  a  majority  vote of the  outstanding
                          shares   could   in   effect   provide   for   a
                          supermajority   of  votes   cast,   which  would
                          adversely affect shareholders'  ability to elect
                          directors in a contested election,  and (iv) 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 at this
                          point in time  believe  the  proposed  amendment
                          warrants shareholder support.


05/12/04 - A     Tribune Co. *TRB*                896047107                          03/17/04             1,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeffrey Chandler ---
                       For
                 1.2   Elect Director William A. Osborn
                       --- For
                 1.3   Elect Director Kathryn C. Turner
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 12.74  percent is above the allowable cap for
                          this company of 6.63 percent.


05/12/04 - A     Tupperware Corp. *TUP*           899896104                          03/15/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     TXU Corp. *TXU*                  873168108                          03/22/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Derek C. Bonham ---
                       For
                 1.2   Elect Director E. Gail de Planque
                       --- For
                 1.3   Elect Director William M. Griffin
                       --- For
                 1.4   Elect Director Kerney Laday --- For
                 1.5   Elect Director Jack E. Little ---
                       For
                 1.6   Elect Director Erle Nye --- For
                 1.7   Elect Director J.E. Oesterreicher
                       --- For
                 1.8   Elect Director Michael W. Ranger
                       --- For
                 1.9   Elect Director Herbert H.
                       Richardson --- For
                 1.10  Elect Director C. John Wilder ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We believe  that the company has  established  a
                          suitable performance-based  compensation program
                          which  rewards  executives on the basis of total
                          shareholder  returns  relative  to a peer  group
                          index.  We also note that the  Organization  and
                          Compensation  Committee  did not pay any  annual
                          incentive   awards  to  four  of  the  five  top
                          executive  officers  based on 2003  performance.
                          The  amount   reported  as  bonus  for  Eric  H.
                          Peterson,  Executive  Vice President and General
                          Counsel,  represents a special  bonus awarded in
                          February    2003   in    recognition    of   his
                          contributions  to the  company  in his  area  of
                          responsibility.  In view of  these  factors,  as
                          well as the proposal's  restrictive  requirement
                          that all options and  restricted  shares be held
                          until 90 days after an officers termination,  we
                          believe this proposal is unnecessary.


04/20/04 - A     U.S. Bancorp *USB*               902973304                          02/26/04             9,418
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Victoria Buyniski
                       Gluckman --- Withhold
                          We   recommend   withholding   votes   from  all
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes   from   independent   outsider
                          Richard G.  Reiten for poor  attendance  and for
                          failure to implement  the  "declassification  of
                          the  board"   shareholder   proposal.   We  also
                          recommend that shareholders  WITHHOLD votes from
                          independent  outsiders Thomas E. Petry, Jerry W.
                          Levin,  Arthur D.  Collins,  Jr.,  and  Victoria
                          Buyniski  Gluckman for failure to implement  the
                          "declassification   of  the  board"  shareholder
                          proposal.
                 1.2   Elect Director Arthur D. Collins,
                       Jr. --- Withhold
                 1.3   Elect Director Jerry W. Levin ---
                       Withhold
                 1.4   Elect Director Thomas E. Petry ---
                       Withhold
                 1.5   Elect Director Richard G. Reiten
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  do  like  some  of  the   elements   of  the
                          proposal,  such  as  granting  restricted  stock
                          based on  achievement  of  performance  criteria
                          and  vesting   requirement  of  at  least  three
                          years.   By    establishing    minimum   vesting
                          provisions,   shareholders   are  assured   that
                          executives   who   received   stock  grants  are
                          retained  in the company  and are  committed  to
                          maximize   stock  returns  over  the  long-term.
                          However,  due to the  fact  that  the  proponent
                          asks  for a  complete  substitution  of  options
                          with restricted  stock, we believe this proposal
                          is  unduly   restrictive.           Furthermore,
                          setting  maximum  severance  payment  for senior
                          executives  to one year's  salary and bonus,  is
                          lower than the generally accepted standards.  We
                          believe  that  a  reasonable  maximum  severance
                          payment  to a senior  executive  is three  times
                          the annual  salary and bonus.          While  we
                          do like the  proposals  pertaining to restricted
                          stock and enhanced disclosure,  the structure of
                          the executive compensation,  as evidenced by the
                          reasonable CEO pay,  performance-based  bonuses,
                          and  reasonable  severance  multiples,  does not
                          warrant  the   proposed   changes  in  executive
                          compensation.
                 4     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          Due  to  poor  disclosure,  it is  difficult  to
                          assess other  post-employment  benefits provided
                          for  the  company's  executives  and  comparable
                          SERP packages at peer  companies.  Although most
                          terms of the SERP seem reasonable,  we found the
                          CEO's  preferential final average salary formula
                          to  alter  the  size  of  the  CEO's  retirement
                          package.Tthe  potential  increase  in  the  SERP
                          payout due to  existing  and  future  restricted
                          stock grants  raises a  questionable  incentive.
                          Given  the  potential  size of the  benefits  in
                          question,  we think that a  shareholder  vote on
                          the  SERP is  warranted  as a part of a  "checks
                          and balances"  system to ensure  reasonable SERP
                          terms for future agreements.
                 5     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          Supermajority vote requirements  generally serve
                          to  lock  in  provisions  that  are  harmful  to
                          shareholders.  Requiring approval of more than a
                          simple   majority  of  the  voting   shares  may
                          entrench  management by preventing  actions that
                          may  benefit   shareholders,such  as  precluding
                          proxy  contests and potential  takeover bids. As
                          a  result,   we  believe   that  this   proposal
                          warrants shareholder support.


04/16/04 - A     Union Pacific Corp. *UNP*        907818108                          02/06/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


06/08/04 - A     Union Planters Corp.             908068109                          04/21/04             1,050
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Albert M. Austin ---
                       For
                 2.2   Elect Director George W. Bryan ---
                       For
                 2.3   Elect Director Robert R. Waller,
                       M.D. --- For
                 2.4   Elect Director Spence L. Wilson ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adjourn Meeting                       For        Against                Mgmt
                          In this case,  shareholders  already have enough
                          information to make their vote  decisions.  Once
                          their   votes  have  been  cast,   there  is  no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          Our  policy  is  to  recommend   voting  against
                          proposals  that seek to set  absolute  levels on
                          compensation or otherwise  dictate the amount or
                          form of compensation.


04/22/04 - A     Unisys Corp. *UIS*               909214108                          02/27/04             1,600
                 1     Elect Directors                       For        For                    Mgmt


05/06/04 - A     United Parcel Service, Inc.      911312106                          03/08/04             5,600
                 *UPS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/14/04 - A     United Technologies Corp.        913017109                          02/17/04             2,200
                 *UTX*
                 1     Elect Directors                       For        For                    Mgmt
                 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    Against                ShrHoldr


05/12/04 - A     UnitedHealth Group               91324P102                          03/15/04             3,100
                 Incorporated *UNH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          We  support  the  general  principle  motivating
                          this  non-binding   proposal.  In  the  wake  of
                          financial   reporting   problems  and  excessive
                          executive  compensation  at companies like Enron
                          Corp.,  Worldcom  Inc.,  and Tyco  International
                          Ltd.,   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.
                 4     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.  This proposal is too  restrictive,
                          and does not warrant shareholder approval.


05/12/04 - A     Univision Communications Inc.    914906102                          03/15/04             1,600
                 *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  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


05/24/04 - A     Unocal Corp. *UCL*               915289102                          03/25/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Deferred Compensation Plan    For        For                    Mgmt
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Limit Awards to Executives            Against    Against                ShrHoldr
                 7     Establish Other Board Committee       Against    For                    ShrHoldr
                          We agree with the  proponent  on the  importance
                          of    establishing    clear    mechanisms    for
                          communication     between    shareholders    and
                          independent   directors.   While   the   company
                          complies  with  existing  SEC and NYSE  rules on
                          this   matter,   it  appears  that  the  general
                          counsel,  who is an  employee  of  the  company,
                          plays a role in  forwarding  such  communication
                          either  internally or to the board. The proposed
                          Office  of  the  Board  would  ensure  a  direct
                          communication with the independent  directors of
                          the  board,   without   involving   the  general
                          counsel.  We  recommend  a vote in  favor of the
                          proposal.
                 8     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


05/13/04 - A     UnumProvident Corporation        91529Y106                          03/26/04               100
                 *UNM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Ronald E. Goldsberry
                       --- For
                 1.2   Elect Director Hugh O. Maclellan,
                       Jr. --- For
                 1.3   Elect Director C. William Pollard
                       --- For
                 1.4   Elect Director John W. Rowe --- For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.
                 6     Establish Other Board Committee       Against    For                    ShrHoldr
                          We agree with the  proponent  on the  importance
                          of    establishing    clear    mechanisms    for
                          communication     between    shareholders    and
                          independent   directors.   While   the   company
                          complies  with  existing  SEC and NYSE  rules on
                          this  matter,  it  appears  that  the  corporate
                          secretary,  who is an employee  of the  company,
                          plays  an  important   role  in  conveying  such
                          communication   either   internally  or  to  the
                          board.  The  proposed  Office of the Board would
                          ensure   a   direct   communication   with   the
                          independent  directors  of  the  board,  without
                          involving the  corporate  secretary.  Also,  the
                          company has a classified board,  which insulates
                          directors   from   shareholder    communications
                          because  shareholders  are not able to  register
                          aggregate  support or  dissatisfaction  with all
                          directors  on an annual  basis.  We recommend in
                          favor of the proposal.


05/04/04 - A     UST Inc. *UST*                   902911106                          03/05/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John P. Clancey ---
                       For
                 1.2   Elect Director Vincent A. Gierer,
                       Jr. --- For
                 1.3   Elect Director Joseph E. Heid ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        None       For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Given  that  the  company   currently  does  not
                          maintain a poison  pill,  approval  of this item
                          enhances  shareholders' rights by establishing a
                          process to submit  poison pills to a shareholder
                          vote.  As such we  believe  this  item  warrants
                          shareholder support.
                 4     Reduce Nitrosamines in Oral Snuff     Against    Against                ShrHoldr
                          In light  of the  company's  reductions  in TSNA
                          levels  to  date  and   programs   establish  to
                          continue  to  reduce  TSNA  levels,  we  see  no
                          reason to support this proposal at this time.


04/28/04 - A     Verizon Communications *VZ*      92343V104                          03/01/04            13,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Require Majority of Independent       Against    Against                ShrHoldr
                       Directors on Board
                          Because  the  company   already   satisfies  our
                          guidelines  on  independence   and  has  already
                          established  a formal  independence  policy that
                          goes  above  and  beyond  our  requirements,  we
                          believe  that  this  proposal  does not  warrant
                          shareholder support.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    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.
                 7     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          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
                          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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          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
                          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.


04/27/04 - A     VF Corp. *VFC*                   918204108                          03/09/04               571
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr


05/19/04 - A     Viacom Inc. *VIA*                925524308                          03/22/04             8,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director George S. Abrams ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of insiders Mel  Karmazin,  Sumner M.
                          Redstone  and  Shari  Redstone,  and  affiliated
                          outsiders   William   Schwartz,    Frederic   V.
                          Salerno,  George S. Abrams,  Alan C.  Greenberg,
                          Philippe  P.  Dauman and David R.  Andelman.  We
                          recommend that shareholders  WITHHOLD votes from
                          Mel   Karmazin   for  failure  to   establish  a
                          majority  independent  board, and from Sumner M.
                          Redstone  and Shari  Redstone  for  standing  as
                          insiders  on the  Nominating  Committee  and for
                          failure  to  establish  a  majority  independent
                          board.  We  also  recommend  that   shareholders
                          WITHHOLD  votes from  Frederic  V.  Salerno  for
                          standing as an affiliated  outsider on the Audit
                          and Compensation committees,  and for failure to
                          establish a majority  independent board. We also
                          recommend   WITHHOLDING   votes   from   William
                          Schwartz for standing as an affiliated  outsider
                          on the Compensation  and Nominating  committees,
                          and  for   failure  to   establish   a  majority
                          independent   board.    Lastly,   we   recommend
                          WITHHOLDING  votes  from  George S.  Abrams  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating   Committee   and  for   failure   to
                          establish a majority independent board.
                 1.2   Elect Director David R. Andelman
                       --- Withhold
                 1.3   Elect Director Joseph A. Califano,
                       Jr. --- For
                 1.4   Elect Director William S. Cohen ---
                       For
                 1.5   Elect Director Philippe P. Dauman
                       --- Withhold
                 1.6   Elect Director Alan C. Greenberg
                       --- Withhold
                 1.7   Elect Director Mel Karmazin ---
                       Withhold
                 1.8   Elect Director Jan Leschly --- For
                 1.9   Elect Director David T. McLaughlin
                       --- For
                 1.10  Elect Director Shari Redstone ---
                       Withhold
                 1.11  Elect Director Sumner M. Redstone
                       --- Withhold
                 1.12  Elect Director Frederic V. Salerno
                       --- Withhold
                 1.13  Elect Director William Schwartz ---
                       Withhold
                 1.14  Elect Director Patty Stonesifer ---
                       For
                 1.15  Elect Director Robert D. Walter ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


05/12/04 - A     Visteon Corporation *VC*         92839U107                          03/15/04               700
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Steven K. Hamp ---
                       For
                 1.2   Elect Director Michael F. Johnston
                       --- For
                 1.3   Elect Director Karl J. Krapek ---
                       For
                 1.4   Elect Director Robert M. Teeter ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 5     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          The  company  currently  does  not have a poison
                          pill. In addition,  the company has  implemented
                          a policy which requires  shareholder approval of
                          any  future   pill.   Given  that  the   company
                          maintains   a   policy   requiring   shareholder
                          approval of any future  pill,  we do not believe
                          approval  of this  item  enhances  shareholders'
                          rights.
                 6     Amend and Report on an                Against    Abstain                ShrHoldr
                       International Code of Conduct
                 7     Permit Voting Leverage for            Against    Against                ShrHoldr
                       Shareowners
                          We concur with  management's  argument  that the
                          resolution  could be expensive and  bureaucratic
                          to   administer.   Such   additional   corporate
                          expenditures    would   be   hard   to   justify
                          considering  that  proxy  analyses  are  already
                          available  to  the  public  from  a  variety  of
                          vendors   and   on   the   web   from    certain
                          institutional  investors. The decision to follow
                          another institutional investor's  recommendation
                          is best left with the individual shareholder.


05/14/04 - A     Vulcan Materials Co. *VMC*       929160109                          03/15/04               600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        For                    Mgmt
                       Restricted Stock Plan
                 3     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Wachovia Corp. *WB*              929903102                          02/18/04             6,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Require Two Candidates for Each       Against    Against                ShrHoldr
                       Board Seat
                          The  process  of  finding  qualified   available
                          candidates is difficult  and costly.  Under this
                          proposal,   the  board   would  be  required  to
                          identify   twice  as  many   candidates   as  is
                          currently  necessary.   Those  candidates  would
                          then be asked to  compete  for the  position  on
                          the  basis of the  statements  they  submit  for
                          publication   in  the  proxy   materials.   Many
                          well-qualified  candidates  may refuse to submit
                          to such a  process.  This  proposal  could  also
                          lead to a high  rate  of  turnover  among  board
                          members,   denying  the  company  continuity  of
                          strategic management.  The nominating body could
                          well have  considerable  difficulty  devising  a
                          slate of candidates  that would ensure a balance
                          of  skills   and   experience   on  the   board.
                          Directors  are  fiduciaries  who must act in the
                          best   interest   of   all   shareholders.   The
                          politicization  of the  board  election  process
                          does not assure more responsible  representation
                          of  shareholder  interests,  and it may  lead to
                          unwarranted   cost  and   influence  of  special
                          interests.  As such, we do not believe that this
                          proposal merits shareholder approval.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


06/04/04 - A     Wal-Mart Stores, Inc. *WMT*      931142103                          04/05/04            22,600
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James W. Breyer ---
                       For
                 1.2   Elect Director M. Michele Burns ---
                       For
                 1.3   Elect Director Thomas M. Coughlin
                       --- For
                 1.4   Elect Director David D. Glass ---
                       For
                 1.5   Elect Director Roland A. Hernandez
                       --- For
                 1.6   Elect Director Dawn G. Lepore ---
                       For
                 1.7   Elect Director John D. Opie --- For
                 1.8   Elect Director J. Paul Reason ---
                       For
                 1.9   Elect Director H. Lee Scott, Jr.
                       --- For
                 1.10  Elect Director Jack C. Shewmaker
                       --- For
                 1.11  Elect Director Jose H. Villarreal
                       --- For
                 1.12  Elect Director John T. Walton ---
                       For
                 1.13  Elect Director S. Robson Walton ---
                       For
                 1.14  Elect Director Christopher J.
                       Williams --- For
                 2     Approve Stock Option Plan             For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 7     Prepare Sustainability Report         Against    Against                ShrHoldr
                 8     Report on Stock Option Distribution   Against    Abstain                ShrHoldr
                       by Race and Gender
                 9     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)
                 10    Prepare Diversity Report              Against    Abstain                ShrHoldr
                 11    Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          We  acknowledge  the tax  benefits  arising from
                          deferring   executive   compensation.   However,
                          paying  above-market  interest rates on deferred
                          compensation  is not "best practice" and results
                          in  an  additional   expense  to   shareholders.
                          According to an Executive  Benefits Survey (2003
                          Results)  published  by Clark  Consulting,  only
                          seven   percent   of   the   227   participating
                          companies  provided  a bonus  rate  above  their
                          base earnings  rate. In addition,  the increment
                          formula for long term  participating in the plan
                          is  unique  and  quite   generous.   We  believe
                          shareholders   may   benefit   from  having  the
                          opportunity  to make their own evaluation of the
                          deferred compensation packages,  especially when
                          such plans contain unique  features  beyond best
                          practice.


04/20/04 - A     Washington Mutual, Inc *WM*      939322103                          02/27/04             4,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr


05/14/04 - A     Waste Management, Inc. *WMI*     94106L109                          03/19/04             2,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/04/04 - A     Waters Corp. *WAT*               941848103                          03/15/04               700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Joshua Bekenstein
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Thomas P.
                          Salice  and Edward  Conard.  We  recommend  that
                          shareholders   WITHHOLD  votes  from  Thomas  P.
                          Salice for  standing as an  affiliated  outsider
                          on  the  Audit,  Compensation,   and  Nominating
                          committees.  We also recommend that shareholders
                          WITHHOLD  votes from Edwarrd Conard for standing
                          as an  affiliated  outsider on the  Compensation
                          Committee.
                 1.2   Elect Director M.J. Berendt, Ph.D.
                       --- For
                 1.3   Elect Director Douglas A.
                       Berthiaume --- For
                 1.4   Elect Director Philip Caldwell ---
                       For
                 1.5   Elect Director Edward Conard ---
                       Withhold
                 1.6   Elect Director L.H. Glimcher, M.D.
                       --- For
                 1.7   Elect Director William J. Miller
                       --- For
                 1.8   Elect Director Thomas P. Salice ---
                       Withhold
                 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.


05/17/04 - A     Watson Pharmaceuticals, Inc.     942683103                          03/19/04               600
                 *WPI*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Allen Chao, Ph.D.
                       --- For
                 1.2   Elect Director Michel J. Feldman
                       --- For
                 1.3   Elect Director Fred G. Weiss --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Review Executive Compensation         Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal is unduly  restrictive.  The  company's
                          independent  Compensation  Committee 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.


06/28/04 - S     WellPoint Health Networks Inc.   94973H108                          05/10/04               800
                 *WLP*
                 1     Approve Merger Agreement              For        For                    Mgmt


04/27/04 - A     Wells Fargo & Company *WFC*      949746101                          03/09/04             8,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J.A. Blanchard III
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of affiliated  outsiders  Michael W.
                          Wright,  Judith M. Runstad,  and Donald B. Rice.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Judith  M.  Runstad  for  standing  as  an
                          affiliated  outsider  on  the  Audit  Committee,
                          Michael  W.   Wright  and  Donald  B.  Rice  for
                          standing as  affiliated  outsiders  on the Human
                          Resources    and    Governance    &   Nominating
                          committees.
                 1.2   Elect Director Susan E. Engel ---
                       For
                 1.3   Elect Director Enrique Hernandez,
                       Jr. --- For
                 1.4   Elect Director Robert L. Joss ---
                       For
                 1.5   Elect Director Reatha Clark King
                       --- For
                 1.6   Elect Director Richard M.
                       Kovacevich --- For
                 1.7   Elect Director Richard D. McCormick
                       --- For
                 1.8   Elect Director Cynthia H. Milligan
                       --- For
                 1.9   Elect Director Philip J. Quigley
                       --- For
                 1.10  Elect Director Donald B. Rice ---
                       Withhold
                 1.11  Elect Director Judith M. Runstad
                       --- Withhold
                 1.12  Elect Director Stephen W. Sanger
                       --- For
                 1.13  Elect Director Susan G. Swenson ---
                       For
                 1.14  Elect Director Michael W. Wright
                       --- Withhold
                 2     Approve Retirement Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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  other
                          forms of  compensation  to  better  reflect  the
                          company's  true earnings and provide  additional
                          discipline  against  overuse.   Moreover,   this
                          proposal   received  majority  support  at  last
                          year's meeting.
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Link Executive Compensation to        Against    Against                ShrHoldr
                       Social Issues
                 7     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


04/22/04 - A     Wendy's International, Inc.      950590109                          03/01/04               700
                 *WEN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


04/13/04 - A     Weyerhaeuser Co. *WY*            962166104                          02/20/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                 5     Implement Restricted Share            Against    For                    ShrHoldr
                       Executive Compensation Plan
                 6     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr
                 7     Develop Policy Regarding Old Growth   Against    Against                ShrHoldr
                       Forests
                 8     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Whirlpool Corp. *WHR*            963320106                          02/27/04               500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt


04/22/04 - A     Wyeth *WYE*                      983024100                          03/12/04             6,600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Drug Pricing                Against    Against                ShrHoldr
                 4     Amend Animal Testing Policy           Against    Against                ShrHoldr


05/20/04 - A     Xcel Energy Inc. *XEL*           98389B100                          03/22/04               100
                 1     Declassify the Board of Directors     For        Against                Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan


05/20/04 - A     Xerox Corp. *XRX*                984121103                          03/23/04             3,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Glenn A. Britt ---
                       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
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director Richard J.
                       Harrington --- For
                 1.3   Elect Director William Curt Hunter
                       --- For
                 1.4   Elect Director Vernon E. Jordan,
                       Jr. --- Withhold
                 1.5   Elect Director Hilmar Kopper --- For
                 1.6   Elect Director Ralph S. Larsen ---
                       For
                 1.7   Elect Director Anne M. Mulcahy ---
                       For
                 1.8   Elect Director N.J. Nicholas, Jr.
                       --- For
                 1.9   Elect Director John E. Pepper ---
                       For
                 1.10  Elect Director Ann N. Reese --- For
                 1.11  Elect Director Stephen Robert ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan


05/21/04 - A     Yahoo!, Inc. *YHOO*              984332106                          03/25/04             3,300
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Terry S. Semel ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from insiders Terry S. Semel and
                          Jerry Yang,  affiliated  outsider  Eric Hippeau,
                          and   independent   outsiders  Gary  L.  Wilson,
                          Edward R.  Kozel,  Robert A.  Kotick,  Arthur H.
                          Kern,  Ronald W.  Burkle and Roy J.  Bostock for
                          failing  to remove a  dead-hand,  slow-hand,  or
                          similar feature in the company's poison pill.
                 1.2   Elect Director Jerry Yang ---
                       Withhold
                 1.3   Elect Director Roy J. Bostock ---
                       Withhold
                 1.4   Elect Director Ronald W. Burkle ---
                       Withhold
                 1.5   Elect Director Eric Hippeau ---
                       Withhold
                 1.6   Elect Director Arthur H. Kern ---
                       Withhold
                 1.7   Elect Director Robert A. Kotick ---
                       Withhold
                 1.8   Elect Director Edward R. Kozel ---
                       Withhold
                 1.9   Elect Director Gary L. Wilson ---
                       Withhold
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/20/04 - A     Yum Brands, Inc. *YUM*           988498101                          03/22/04             1,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adopt Smoke-Free Restaurant Policy    Against    Abstain                ShrHoldr
                 5     Prepare a Sustainability Report       Against    For                    ShrHoldr
                          In this case,  Yum Brands does not report  under
                          the  GRI or  other  established  guidelines  and
                          while  it does  touch  upon  diversity  and some
                          environmental initiatives,  its website does not
                          contain  a formal  EHS  report  or  quantifiable
                          data about  diversity  and other  sustainability
                          topics. The company does provide  information on
                          employee  welfare and insight into the company's
                          community  outreach and  philanthropic  efforts.
                          However,    the   level   of    disclosure    on
                          sustainability  issues does not address  many of
                          the issues  brought forth by the  proponents and
                          issues  addressed  in  the  reporting  of  other
                          large  public  companies.   More   comprehensive
                          reporting  of  the  company's   performance  and
                          approach  to  sustainability  issues will better
                          enable  shareholders  to  assess  the  company's
                          efforts in these areas and demonstrate  that the
                          company is assessing how  sustainability  issues
                          could  impact   long-term   shareholder   value.
                          Therefore,  while we note that the  company  has
                          made an effort to  increase  its  disclosure  on
                          some of the issues  set forth in this  proposal,
                          we  believe  that  a  comprehensive   report  on
                          social,     environmental,      and     economic
                          sustainability  could benefit the company in the
                          long   term.   As  such,   we   recommend   that
                          shareholders support this request.
                 6     Adopt MacBride Principles             Against    Against                ShrHoldr
                 7     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)
                 8     Report on Animal Welfare Standards    Against    Against                ShrHoldr


05/10/04 - A     Zimmer Holdings Inc *ZMH*        98956P102                          03/15/04             1,140
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Larry C. Glasscock
                       --- Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  independent  outsiders John L.  McGoldrick
                          and Larry C.  Glasscock for failure to implement
                          the  proposal  to submit  the  company's  poison
                          pill to a shareholder vote.
                 1.2   Elect Director John L. McGoldrick
                       --- Withhold
                 2     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In  this  case,   the  company's  pill  was  not
                          approved  by  shareholders,  nor does it  embody
                          the  features  that we  recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder vote.
                 3     Ratify Auditors                       Against    For                    ShrHoldr
                          We  can  see  no   compelling   reason  why  the
                          company's  shareholders  should not be given the
                          right  to  a  non-binding  ratification  of  the
                          independent  auditor  selected by the  company's
                          audit committee.


04/30/04 - A     Zions Bancorporation *ZION*      989701107                          02/23/04               400
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Roger B. Porter ---
                       For
                 1.2   Elect Director L. E. Simmons --- For
                 1.3   Elect Director Steven C.
                       Wheelwright --- 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.





                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT LARGE CAP INDEX FUND-I

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                    Security    Rec        Cast        Date                 Voted
- ---------------- -------------------------------- ----------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

07/15/03 - S     Andrew Corp. *ANDW*              034425108                          05/27/03               351
                 1     Issue Shares in Connection with an     For        For
                       Acquisition
                 2     Authorize New Class of Preferred       For        For
                       Stock
                 3     Approve Increase in Size of Board      For        For
                 4     Adjourn Meeting                        For        Against


08/27/03 - A     Applied Micro Circuits Corp.     03822W109                          07/01/03               658
                 *AMCC*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director David M. Rickey ---
                       For
                 1.2   Elect Director Roger A. Smullen, Sr.
                       --- For
                 1.3   Elect Director Cesar Cesaratto ---
                       For
                 1.4   Elect Director Franklin P. Johnson,
                       Jr. --- For
                 1.5   Elect Director Kevin N. Kalkhoven
                       --- Withhold
                          WITHHOLD  votes from Kevin N.  Kalkhoven for poor
                          attendance.
                 1.6   Elect Director L. Wayne Price --- For
                 1.7   Elect Director Douglas C. Spreng ---
                       For
                 1.8   Elect Director Arthur B. Stabenow
                       --- For
                 1.9   Elect Director Harvey P. White ---
                       For
                 2     Ratify Auditors                        For        For


09/27/03 - A     Biomet, Inc. *BMET*              090613100                          08/07/03               644
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


08/21/03 - A     BMC Software, Inc. *BMC*         055921100                          07/03/03               507
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/17/03 - A     Centex Corp. *CTX*               152312104                          05/29/03               251
                 1     Elect Directors                        For        For
                 2     Approve Executive Incentive Bonus      For        For
                       Plan
                 3     Approve Omnibus Stock Plan             For        Against
                 4     Ratify Auditors                        For        For


08/27/03 - A     Computer Associates              204912109                          07/02/03             1,265
                 International, Inc. *CA*
                 1     Elect Directors                        For        For
                 2     Approve Non-Employee Director          For        For
                       Omnibus Stock Plan
                 3     Ratify Auditors                        For        For


08/11/03 - A     Computer Sciences Corporation    205363104                          06/13/03               704
                 *CSC*
                 1     Elect Directors                        For        For


08/26/03 - A     Compuware Corp. *CPWR*           205638109                          07/01/03               859
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Dennis W. Archer ---
                       For
                 1.2   Elect Director Gurminder S. Bedi ---
                       For
                 1.3   Elect Director Elizabeth A. Chappell
                       --- For
                 1.4   Elect Director Elaine K. Didier ---
                       For
                 1.5   Elect Director William O. Grabe ---
                       For
                 1.6   Elect Director William R. Halling
                       --- For
                 1.7   Elect Director Peter Karmanos, Jr.
                       --- For
                 1.8   Elect Director Faye Alexander Nelson
                       --- For
                 1.9   Elect Director Glenda D. Price ---
                       For
                 1.10  Elect Director W. James Prowse ---
                       Withhold
                          WITHHOLD  votes  for  standing  as an  affiliated
                          outisider on the Audit and  Nominating/Governance
                          committees.
                 1.11  Elect Director G. Scott Romney ---
                       For
                 1.12  Elect Director Lowell P. Weicker,
                       Jr. --- For


09/25/03 - A     Conagra Foods Inc. *CAG*         205887102                          07/31/03             1,212
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For
                       Shareholder Proposals
                 4     Genetically Modified Organisms (GMO)   Against    Against
                 5     Modify Current and Future Stock        Against    Against
                       Option Plans
                 6     Submit Shareholder Rights Plan         Against    For
                       (Poison Pill) to Shareholder Vote


09/16/03 - A     Cummins , Inc. *CUM*             231021106                          08/06/03               150
                 1     Elect Directors                        For        For
                 1.1   Elect Director Robert J. Darnall ---
                       For
                 1.2   Elect Director John M. Deutch --- For
                 1.3   Elect Director Walter Y. Elisha ---
                       For
                 1.4   Elect Director Alexis M. Herman ---
                       For
                 1.5   Elect Director William I. Miller ---
                       For
                 1.6   Elect Director William D.
                       Ruckelshaus --- For
                 1.7   Elect Director Theodore M. Solso ---
                       For
                 1.8   Elect Director Franklin A. Thomas
                       --- For
                 1.9   Elect Director J. Lawrence Wilson
                       --- For
                 2     Ratify Auditors                        For        For
                 3     Approve Omnibus Stock Plan             For        For


09/25/03 - A     Darden Restaurants, Inc. *DRI*   237194105                          07/28/03               380
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/18/03 - A     Dell Inc. *DELL*                 247025109                          05/23/03             9,376
                 1     Elect Directors                        For        For
                 2     Declassify the Board of Directors      For        Against
                 3     Change Company Name                    For        For
                 4     Approve Executive Incentive Bonus      For        For
                       Plan


07/31/03 - A     Electronic Arts, Inc. *ERTS*     285512109                          06/04/03               554
                 1     Elect Directors                        For        For
                 1.1   Elect Director M. Richard Asher ---
                       For
                          We recommend a vote FOR the directors.
                 1.2   Elect Director William J. Byron ---
                       For
                 1.3   Elect Director Leonard S. Coleman
                       --- For
                 1.4   Elect Director Gary M. Kusin --- For
                 1.5   Elect Director Gregory B. Maffei ---
                       For
                 1.6   Elect Director Timothy Mott --- For
                 1.7   Elect Director Lawrence F. Probst
                       III --- For
                 1.8   Elect Director Linda J. Srere --- For
                 2     Amend Omnibus Stock Plan               For        For
                 3     Amend Employee Stock Purchase Plan     For        For
                 4     Ratify Auditors                        For        For


09/29/03 - A     FedEx Corporation *FDX*          31428X106                          08/04/03               707
                 1     Elect Directors                        For        Split
                 1.1   Elect Director August A. Busch IV
                       --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of George J.  Mitchell.  We  recommend
                          that  shareholders  WITHHOLD votes from George J.
                          Mitchell for standing as an  affiliated  outsider
                          on the Compensation and Nominating Committees.
                 1.2   Elect Director John A. Edwardson ---
                       For
                 1.3   Elect Director George J. Mitchell
                       --- Withhold
                 1.4   Elect Director Joshua I. Smith ---
                       For
                 2     Approve Omnibus Stock Plan             For        For
                 3     Ratify Auditors                        For        For
                       Shareholder Proposal
                 4     Declassify the Board of Directors      Against    Against


08/11/03 - A     Forest Laboratories, Inc.        345838106                          06/20/03             1,312
                 *FRX*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Howard Solomon ---
                       Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  Phillip  M.  Satow,   Kenneth  E.
                          Goodman,  and Howard  Solomon.  We recommend that
                          shareholders   WITHHOLD  votes  from  Phillip  M.
                          Satow for standing as an  affiliated  outsider on
                          the  Audit   Committee   and  Phillip  M.  Satow,
                          Kenneth  E.  Goodman,   and  Howard  Solomon  for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2   Elect Director William J. Candee,
                       III --- For
                 1.3   Elect Director George S. Cohan ---
                       For
                 1.4   Elect Director Dan L. Goldwasser ---
                       For
                 1.5   Elect Director Lester B. Salans,
                       M.D. --- For
                 1.6   Elect Director Kenneth E. Goodman
                       --- Withhold
                 1.7   Elect Director Phillip M. Satow ---
                       Withhold
                 2     Increase Authorized Common Stock       For        Against
                 3     Ratify Auditors                        For        For


09/22/03 - A     General Mills, Inc. *GIS*        370334104                          07/24/03               860
                 1     Elect Directors                        For        For
                 1.1   Elect Director Stephen R. Demeritt
                       --- For
                 1.2   Elect Director Livio D. DeSimone ---
                       For
                 1.3   Elect Director William T. Esrey ---
                       For
                 1.4   Elect Director Raymond V. Gilmartin
                       --- For
                 1.5   Elect Director Judith Richards Hope
                       --- For
                 1.6   Elect Director Robert L. Johnson ---
                       For
                 1.7   Elect Director John M. Keenan --- For
                 1.8   Elect Director Heidi G. Miller ---
                       For
                 1.9   Elect Director Hilda
                       Ochoa-Brillembourg --- For
                 1.10  Elect Director Stephen W. Sanger ---
                       For
                 1.11  Elect Director A. Michael Spence ---
                       For
                 1.12  Elect Director Dorothy A. Terrell
                       --- For
                 1.13  Elect Director Raymond G. Viault ---
                       For
                 1.14  Elect Director Paul S. Walsh --- For
                 2     Ratify Auditors                        For        For
                 3     Approve Omnibus Stock Plan             For        For


09/10/03 - A     H&R Block, Inc. *HRB*            093671105                          07/08/03               455
                 1     Elect Directors                        For        For
                 1.1   Elect Director G. Kenneth Baum ---
                       For
                 1.2   Elect Director Henry F. Frigon ---
                       For
                 1.3   Elect Director Roger W. Hale --- For
                 2     Amend Omnibus Stock Plan               For        For
                 3     Ratify Auditors                        For        For


09/12/03 - A     H. J. Heinz Co. *HNZ*            423074103                          07/18/03               859
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/25/03 - PC    Hercules Inc. *HPC*              427056106                          06/06/03               352
                       Dissident Proxy (WHITE CARD)
                 1     Elect Directors (Opposition Slate)     For        DoNotVote
                 2     Ratify Auditors                        None       DoNotVote
                 3     Approve Non-Employee Director          Against    DoNotVote
                       Omnibus Stock Plan
                       Shareholder Proposals
                 4     Redemption of the company's Rights     For        DoNotVote
                       Agreement
                 5     Amend Articles to reinstate the        For        DoNotVote
                       rights of the shareholders -- Call
                       Special Meetings and Act by Written
                       Consent
                       Management Proxy (GOLD CARD)
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For
                 3     Approve Non-Employee Director          For        For
                       Omnibus Stock Plan
                       Shareholder Proposals
                 4     Redemption of the company's Rights     Against    For
                       Agreement
                 5     Amend Articles to reinstate the        Against    For
                       rights of the shareholders -- Call
                       Special Meetings and Act by Written
                       Consent


07/30/03 - A     McKesson Corp. *MCK*             58155Q103                          06/03/03             1,056
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For
                       Shareholder Proposal
                 3     Submit Severance Agreement             Against    For
                       (Change-in-Control) to Shareholder
                       Vote


08/28/03 - A     Medtronic, Inc. *MDT*            585055106                          07/03/03             2,834
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Richard H. Anderson
                       --- For
                 1.2   Elect Director Michael R. Bonsignore
                       --- For
                 1.3   Elect Director Gordon M. Sprenger
                       --- Withhold
                 2     Ratify Auditors                        For        For
                 3     Approve Omnibus Stock Plan             For        For
                 4     Approve Executive Incentive Bonus      For        For
                       Plan


09/26/03 - A     National Semiconductor Corp.     637640103                          08/14/03               354
                 *NSM*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Brian L. Halla --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of Gary P. Arnold.  We recommend  that
                          shareholders  WITHHOLD  votes from Gary P. Arnold
                          for  standing  as an  affiliated  outsider on the
                          Audit and Nominating Committees.
                 1.2   Elect Director Steven R. Appleton
                       --- For
                 1.3   Elect Director Gary P. Arnold ---
                       Withhold
                 1.4   Elect Director Richard J. Danzig ---
                       For
                 1.5   Elect Director Robert J. Frankenberg
                       --- For
                 1.6   Elect Director E. Floyd Kvamme ---
                       For
                 1.7   Elect Director Modesto A. Maidique
                       --- For
                 1.8   Elect Director Edward R. Mccracken
                       --- For
                 2     Ratify Auditors                        For        For
                 3     Approve Employee Stock Purchase Plan   For        For


09/02/03 - A     Network Appliance, Inc. *NTAP*   64120L104                          07/07/03               708
                 1     Elect Directors                        For        For
                 1.1   Elect Director Daniel J. Warmenhoven
                       --- For
                 1.2   Elect Director Donald T. Valentine
                       --- For
                 1.3   Elect Director Sanjiv Ahuja --- For
                 1.4   Elect Director Carol A. Bartz --- For
                 1.5   Elect Director Michael R. Hallman
                       --- For
                 1.6   Elect Director Nicholas G. Moore ---
                       For
                 1.7   Elect Director Dr. Sachio Semmoto
                       --- For
                 1.8   Elect Director Robert T. Wall --- For
                 2     Amend Omnibus Stock Plan               For        Against
                 3     Amend Employee Stock Purchase Plan     For        For
                 4     Ratify Auditors                        For        For
                 5     Other Business                         For        Against


09/22/03 - A     Nike, Inc. *NKE*                 654106103                          07/25/03               657
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Thomas E. Clarke as
                       Class A Director --- For
                          We  recommend a vote FOR the  directors  with the
                          exceptions of John R.  Thompson,  Jr. and Richard
                          K.  Donahue.   We  recommend  that   shareholders
                          WITHHOLD  votes  from John R.  Thompson,  Jr. for
                          poor   attendance  and  Richard  K.  Donahue  for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director Ralph D. DeNunzio as
                       Class A Director --- For
                 1.3   Elect Director Richard K. Donahue as
                       Class A Director --- Withhold
                 1.4   Elect Director Delbert J. Hayes as
                       Class A Director --- For
                 1.5   Elect Director Douglas G. Houser as
                       Class A Director --- For
                 1.6   Elect Director Jeanne P. Jackson as
                       Class A Director --- For
                 1.7   Elect Director Philip H. Knight as
                       Class A Director --- For
                 1.8   Elect Director Charles W. Robinson
                       as Class A Director --- For
                 1.9   Elect Director John R. Thompson, Jr.
                       as Class A Director --- Withhold
                 1.10  Elect Director Jill K. Conway as
                       Class B Director --- For
                 1.11  Elect Director Alan B. Graf, Jr. as
                       Class B Director --- For
                 1.12  Elect Director John E. Jaqua as
                       Class B Director --- For
                 1.13  Elect Director A. Michael Spence as
                       Class B Director --- For
                 2     Amend Omnibus Stock Plan               For        Against
                 3     Ratify Auditors                        For        For


07/10/03 - A     Nvidia Corporation *NVDA*        67066G104                          05/15/03             1,100
                 1     Elect Directors                        For        For
                 1.1   Elect Director Tench Coxe --- For
                          We recommend a vote FOR the directors.
                 1.2   Elect Director Mark A. Stevens ---
                       For
                 2     Ratify Auditors                        For        For


08/26/03 - A     QLogic Corp. *QLGC*              747277101                          07/01/03               251
                 1     Elect Directors                        For        For
                 1.1   Elect Director H.K. Desai --- For
                 1.2   Elect Director Larry R. Carter ---
                       For
                 1.3   Elect Director James R. Fiebiger ---
                       For
                 1.4   Elect Director Balakrishnan S. Iyer
                       --- For
                 1.5   Elect Director Carol L. Miltner ---
                       For
                 1.6   Elect Director George D. Wells ---
                       For
                 2     Amend Omnibus Stock Plan               For        For
                 3     Ratify Auditors                        For        For


09/25/03 - S     Quintiles Transnational Corp.    748767100                          08/19/03               201
                 *QTRN*
                 1     Approve Merger Agreement               For        For
                 2     Adjourn Meeting                        For        Against


08/21/03 - A     Symantec Corp. *SYMC*            871503108                          07/08/03               355
                 1     Elect Directors                        For        For
                 2     Increase Authorized Common Stock       For        For
                 3     Amend Stock Option Plan                For        Against
                 4     Approve Executive Incentive Bonus      For        For
                       Plan
                 5     Ratify Auditors                        For        For


09/25/03 - A     Tektronix, Inc. *TEK*            879131100                          07/21/03               201
                 1     Elect Directors                        For        For
                       Shareholder Proposal
                 2     Refrain from Doing Business in China   Against    Against


07/23/03 - A     Tenet Healthcare Corp. *THC*     88033G100                          06/02/03             1,690
                 1     Elect Directors                        For        For
                 2     Declassify the Board of Directors      For        Against
                 3     Ratify Auditors                        For        For
                       Shareholder Proposal
                 4     Require Majority of Independent        Against    Against
                       Directors on Board


09/25/03 - A     Worthington Industries Inc.      981811102                          08/01/03               201
                 *WOR*
                 1     Elect Directors                        For        For
                 1.1   Elect Director John B. Blystone ---
                       For
                 1.2   Elect Director James G. Brocksmith,
                       Jr. --- For
                 1.3   Elect Director William S. Dietrich,
                       II --- For
                 1.4   Elect Director Sidney A. Ribeau ---
                       For
                 2     Amend Non-Employee Director Stock      For        For
                       Option Plan
                 3     Approve Stock Option Plan              For        For
                 4     Amend Omnibus Stock Plan               For        For
                 5     Ratify Auditors                        For        For


08/07/03 - A     Xilinx, Inc. *XLNX*              983919101                          06/09/03             1,206
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/22/03 - S     Zimmer Holdings Inc *ZMH*        98956P102                          06/16/03               739
                 1     Issue Shares in Connection with an     For        For
                       Acquisition






                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT LARGE CAP INDEX FUND-I

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

11/14/03 - A     Allegheny Energy, Inc. *AYE*      017361106                         09/29/03               252
                 1      Elect Directors                       For        Split
                 1.1    Elect Director H. Furlong Baldwin
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of Gunnar  E.  Sarsten.  We  recommend
                          that   shareholders   WITHHOLD   votes  from  Mr.
                          Sarsten for failure to implement the  shareholder
                          proposals to declassify the board.
                 1.2    Elect Director Julia L. Johnson ---
                        For
                 1.3    Elect Director Gunnar E. Sarsten
                        --- Withhold
                 2      Ratify Auditors                       For        For
                        Shareholder Proposals
                 3      Submit Shareholder Rights Plan        Against    Against
                        (Poison Pill) to Shareholder Vote
                 4      Performance- Based/Indexed Options    Against    Against
                 5      Performance- Based/Indexed Options    Against    Against
                 6      Expense Stock Options                 Against    For
                 7      Separate Chairman and CEO Positions   Against    Against
                 8      Adopt Simple Majority Vote            Against    For
                        Requirement
                 9      Declassify the Board of Directors     Against    Against
                 10     Prohibit Auditor from Providing       Against    Against
                        Non-Audit Services
                 11     Reincorporate in Another State from   Against    For
                        Maryland to Delaware


12/18/03 - S     Allied Waste Industries, Inc.     019589308                         11/03/03               454
                 *AW*
                 1      Approve Conversion of Securities      For        For


12/18/03 - S     Apache Corp. *APA*                037411105                         10/29/03               373
                 1      Increase Authorized Common Stock      For        For


10/16/03 - A     Applera Corp *ABI*                038020103                         08/27/03               454
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Richard H. Ayers ---
                        For
                 1.2    Elect Director Jean-Luc Belingard
                        --- For
                 1.3    Elect Director Robert H. Hayes ---
                        For
                 1.4    Elect Director Arnold J. Levine ---
                        Withhold
                          Vote  FOR the  directors  with the  exception  of
                          Arnold  J.  Levine  from whom we  recommend  that
                          shareholders  WITHHOLD  votes for  standing as an
                          affiliated   outsider  on  the  Compensation  and
                          Nominating committees.
                 1.5    Elect Director William H. Longfield
                        --- For
                 1.6    Elect Director Theodore E. Martin
                        --- For
                 1.7    Elect Director Carolyn W. Slayman
                        --- For
                 1.8    Elect Director Orin R. Smith --- For
                 1.9    Elect Director James R. Tobin ---
                        For
                 1.10   Elect Director Tony L. White --- For
                 2      Ratify Auditors                       For        For


11/06/03 - A     Archer-Daniels-Midland Company    039483102                         09/12/03             1,538
                 *ADM*
                 1      Elect Directors                       For        For


11/11/03 - A     Automatic Data Processing, Inc.   053015103                         09/12/03             1,465
                 *ADP*
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Approve Outside Director Stock        For        For
                        Awards in Lieu of Cash
                 5      Ratify Auditors                       For        For


12/11/03 - A     AutoZone, Inc. *AZO*              053332102                         10/14/03               252
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/12/03 - S     Biogen, Inc.                      090597105                         09/25/03               353
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


12/09/03 - S     Boise Cascade Corp. *BCC*         097383103                         11/03/03               201
                 1      Approve Merger Agreement              For        Against
                 2      Approve Omnibus Stock Plan            For        Against


10/06/03 - S     Boston Scientific Corp. *BSX*     101137107                         08/27/03             1,011
                 1      Increase Authorized Common Stock      For        For


11/21/03 - A     Campbell Soup Co. *CPB*           134429109                         09/23/03               960
                 1      Elect Directors                       For        For
                 1.1    Elect Director Edmund M. Carpenter
                        --- For
                 1.2    Elect Director Douglas R. Conant
                        --- For
                 1.3    Elect Director Paul R. Charron ---
                        For
                 1.4    Elect Director Bennett Dorrance ---
                        For
                 1.5    Elect Director Kent B. Foster ---
                        For
                 1.6    Elect Director Harvey Golub --- For
                 1.7    Elect Director Randall W. Larrimore
                        --- For
                 1.8    Elect Director Philip E. Lippincott
                        --- For
                 1.9    Elect Director Mary Alice D. Malone
                        --- For
                 1.10   Elect Director David C. Patterson
                        --- For
                 1.11   Elect Director Charles R. Perrin
                        --- For
                 1.12   Elect Director George M. Sherman
                        --- For
                 1.13   Elect Director Donald M. Stewart
                        --- For
                 1.14   Elect Director George Strawbridge,
                        Jr. --- For
                 1.15   Elect Director Les C. Vinney --- For
                 1.16   Elect Director Charlotte C. Weber
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For


11/05/03 - A     Cardinal Health, Inc. *CAH*       14149Y108                         09/08/03             1,137
                 1      Elect Directors                       For        For


10/14/03 - A     Cintas Corp. *CTAS*               172908105                         08/18/03               405
                 1      Fix Number of Directors               For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director Richard T. Farmer
                        --- Withhold
                          WITHHOLD   votes  from   Richard  T.  Farmer  for
                          standing   as  an  insider   on  the   Nominating
                          Committee,  Roger  L.  Howe  for  standing  as an
                          affiliated   outsider  on  the  Audit  Committee,
                          Compensation,  and Nominating  Committees,  David
                          C.   Phillips  for  standing  as  an   affiliated
                          outsider on the Nominating  Committee,  and Audit
                          Committee   members  Roger  L.  Howe,  Robert  J.
                          Herbold,  Gerald V.  Dirvin,  and Paul R.  Carter
                          for paying excessive non-audit fees.
                 2.2    Elect Director Robert J. Kohlhepp
                        --- For
                 2.3    Elect Director Scott D. Farmer ---
                        For
                 2.4    Elect Director Paul R. Carter ---
                        Withhold
                 2.5    Elect Director Gerald V. Dirvin ---
                        Withhold
                 2.6    Elect Director Robert J. Herbold
                        --- Withhold
                 2.7    Elect Director Roger L. Howe ---
                        Withhold
                 2.8    Elect Director David C. Phillips
                        --- Withhold
                 3      Approve Non-Employee Director Stock   For        For
                        Option Plan
                        Shareholder Proposals
                 4      Expense Stock Options                 Against    For
                          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.
                 5      Establish a Nominating Committee of   Against    For
                        Independent Directors
                          An  independent  nominating  committee is one way
                          to  assure  that  shareholder  interests  will be
                          adequately   represented   by  a  board  that  is
                          independent  of management and that does not have
                          an interest in the company  that differs from the
                          interests of other shareholders.
                 6      Require Majority of Independent       Against    For
                        Directors on Board
                          An  independent  board is one way to assure  that
                          shareholder    interests   will   be   adequately
                          represented  by a board  that is  independent  of
                          management  and that does not have an interest in
                          the company that  differs  from the  interests of
                          other shareholders.
                 7      Report on Code of Conduct             Against    Against


11/11/03 - A     Cisco Systems, Inc. *CSCO*        17275R102                         09/12/03            17,014
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposals
                 4      Report on Company Products Used by    Against    Against
                        the Government to Monitor the
                        Internet
                 5      Report on Pay Disparity               Against    Against


12/16/03 - A     Comverse Technology, Inc.         205862402                         10/28/03               454
                 *CMVT*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Approve Executive Incentive Bonus     For        For
                        Plan
                 4      Ratify Auditors                       For        For


10/28/03 - S     Concord EFS, Inc. *CE*            206197105                         09/08/03             1,113
                 1      Approve Merger Agreement              For        For


10/03/03 - S     Coors (Adolph) Company *RKY*      217016104                         08/25/03               150
                 1      Change State of Incorporation from    For        For
                        Colorado to Delaware
                 2      Adjourn Meeting                       For        Against


10/28/03 - S     First Data Corp. *FDC*            319963104                         09/08/03             1,823
                 1      Approve Merger Agreement              For        For


10/03/03 - WC    General Motors Corp. *GM*         370442105                         08/01/03             1,365
                 1      Amend Articles                        For        For
                 2      Amend Articles                        For        For
                 3      Approve Hughes Split-Off              For        For
                 4      Approve GM/News Stock Sale            For        For
                 5      Approve News Stock Acquisition        For        For
                 6      Amend Articles                        For        For


10/30/03 - A     Intuit, Inc. *INTU*               461202103                         09/02/03               555
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


11/06/03 - A     JDS Uniphase Corp. *JDSU*         46612J101                         09/15/03             3,441
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                 3      Ratify Auditors                       For        For


11/04/03 - A     King Pharmaceuticals Inc. *KG*    495582108                         09/05/03               573
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/05/03 - A     KLA-Tencor Corp. *KLAC*           482480100                         09/15/03               504
                 1.a    Elect Director H. Raymond Bingham     For        For
                 1.b    Elect Director Robert T. Bond         For        For
                 1.c    Elect Director Richard J. Elkus, Jr.  For        For
                 1.d    Elect Director Michael E. Marks       For        For
                 2      Ratify Auditors                       For        For


11/05/03 - A     Linear Technology Corp. *LLTC*    535678106                         09/08/03               757
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Robert H. Swanson,
                        Jr. --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of insider  Robert H.  Swanson,  Jr. We
                          recommend that  shareholders  WITHHOLD votes from
                          Robert H. Swanson,  Jr., for failure to establish
                          an independent nominating committee.
                 1.2    Elect Director David S. Lee --- For
                 1.3    Elect Director Leo T. McCarthy ---
                        For
                 1.4    Elect Director Richard M. Moley ---
                        For
                 1.5    Elect Director Thomas S. Volpe ---
                        For
                 2      Ratify Auditors                       For        For


11/13/03 - A     Maxim Integrated Products, Inc.   57772K101                         09/15/03               759
                 *MXIM*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director James R. Bergman ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  John  F.  Gifford,  from  whom  we
                          recommend   shareholders   WITHHOLD   votes   for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director John F. Gifford ---
                        Withhold
                 1.3    Elect Director B. Kipling Hagopian
                        --- For
                 1.4    Elect Director M. D. Sampels --- For
                 1.5    Elect Director A. R. Frank Wazzan
                        --- For
                 2      Amend Stock Option Plan               For        Against
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


12/10/03 - S     Mercury Interactive Corp.         589405109                         10/31/03               201
                 *MERQ*
                 1      Amend Stock Option Plan               For        Against
                 2      Amend Employee Stock Purchase Plan    For        For


11/10/03 - A     Meredith Corp. *MDP*              589433101                         09/11/03               100
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Herbert M. Baum ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  Frederick  B. Henry.  We recommend
                          that  shareholders  WITHHOLD votes from Frederick
                          B. Henry for poor attendance.
                 1.2    Elect Director Frederick B. Henry
                        --- Withhold
                 1.3    Elect Director William T. Kerr ---
                        For
                 1.4    Elect Director Nicholas L. Reding
                        --- For
                 2      Amend Director & Officer              For        For
                        Indemnification/Liability Provisions


11/21/03 - A     Micron Technology, Inc. *MU*      595112103                         09/22/03             1,466
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Stock Option Plan               For        For
                 4      Ratify Auditors                       For        For


11/11/03 - A     Microsoft Corp. *MSFT*            594918104                         09/12/03            26,025
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William H. Gates,
                        III --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of Jon A.  Shirley.  We recommend  that
                          shareholders  WITHHOLD  votes from Jon A. Shirley
                          for  standing  as an  affiliated  outsider on the
                          Audit Committee.
                 1.2    Elect Director Steven A. Ballmer
                        --- For
                 1.3    Elect Director James I. Cash, Jr.,
                        Ph.D. --- For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Ann McLaughlin
                        Korologos --- For
                 1.6    Elect Director David F. Marquardt
                        --- For
                 1.7    Elect Director Charles H. Noski ---
                        For
                 1.8    Elect Director Dr. Helmut Panke ---
                        For
                 1.9    Elect Director Wm. G. Reed, Jr. ---
                        For
                 1.10   Elect Director Jon A. Shirley ---
                        Withhold
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Non-Employee Director Stock     For        For
                        Option Plan
                        Shareholder Proposal
                 4      Refrain from Giving Charitable        Against    Against
                        Contributions


10/24/03 - A     Molex Incorporated *MOLX*         608554101                         08/29/03               467
                 1      Elect Directors                       For        For
                 1.1    Elect Director Fred L. Krehbiel ---
                        For
                 1.2    Elect Director Douglas K. Carnahan
                        --- For
                 1.3    Elect Director J. Joseph King ---
                        For
                 1.4    Elect Director Joe W. Laymon --- For
                 1.5    Elect Director Michelle L. Collins
                        --- For
                 2      Amend Stock Option Plan               For        For


10/13/03 - A     Oracle Corp. *ORCL*               68389X105                         08/21/03            12,257
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For
                 4      Amend Non-Employee Director Omnibus   For        For
                        Stock Plan
                        Shareholder Proposal
                 5      Implement China Principles            Against    Against


11/19/03 - A     Pall Corp. *PLL*                  696429307                         10/01/03               251
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Amend Restricted Stock Plan           For        For
                 4      Amend Employee Stock Purchase Plan    For        For


10/22/03 - A     Parker-Hannifin Corp. *PH*        701094104                         08/29/03               252
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For


10/02/03 - A     Paychex, Inc. *PAYX*              704326107                         08/04/03               885
                 1      Elect Directors                       For        Split
                 1.1    Elect Director B. Thomas Golisano
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Joseph  M.
                          Tucci,  J.  Robert  Sebo,  G.  Thomas  Clark  and
                          insider B. Thomas  Golisano.  We  recommend  that
                          shareholders   WITHHOLD   votes  from  G.  Thomas
                          Clark,  Joseph M. Tucci,  B. Thomas  Golisano and
                          J.  Robert  Sebo  for  failure  to  establish  an
                          independent   nominating   committee   and   from
                          G.Thomas  Clark  for  standing  as an  affiliated
                          outsider  on the Audit  Committee  and  Joseph M.
                          Tucci for standing as an  affiliated  outsider on
                          the Compensation committee.
                 1.2    Elect Director Betsy S. Atkins ---
                        For
                 1.3    Elect Director G. Thomas Clark ---
                        Withhold
                 1.4    Elect Director David J. S. Flaschen
                        --- For
                 1.5    Elect Director Phillip Horsley ---
                        For
                 1.6    Elect Director Grant M. Inman ---
                        For
                 1.7    Elect Director J. Robert Sebo ---
                        Withhold
                 1.8    Elect Director Joseph M. Tucci ---
                        Withhold


12/16/03 - A     Qwest Communications              749121109                         10/27/03             4,136
                 International Inc. *Q*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Philip F. Anschutz
                        --- Withhold
                          WITHHOLD   votes  from  Philip  F.  Anschutz  for
                          standing  as  an   affiliated   outsider  on  the
                          Compensation  & Human  Resources and Nominating &
                          Governance committees.
                 1.2    Elect Director Richard C. Notebaert
                        --- For
                 1.3    Elect Director Frank F. Popoff ---
                        For
                 2      Amend Employee Stock Purchase Plan    For        For
                        Shareholder Proposals
                 3      Exclude Pension Credits from Net      For        For
                        Income When Determining Executive
                        Compensation
                 4      Declassify the Board of Directors     For        Against
                 5      Submit Severance Agreement            For        For
                        (Change-in-Control) to Shareholder
                        Vote
                 6      Require Majority of Independent       Against    For
                        Directors on Board
                          An  independent  board is one way to assure  that
                          shareholder    interests   will   be   adequately
                          represented  by a board  that is  independent  of
                          management  and that does not have an interest in
                          the company that  differs  from the  interests of
                          other  shareholders.  Moreover,  this company has
                          affiliated  outsiders  on  its  compensation  and
                          nominating  committees.  As  such,  we  recommend
                          that shareholders support this item.
                 7      Performance- Based/Indexed Options    Against    Against
                 8      Performance- Based/Indexed Options    Against    For
                          We support  performance-based  compensation  as a
                          necessary  component  of  balanced   compensation
                          plans  for  senior  executives.  We also  believe
                          that a compensation  committee  composed entirely
                          of   independent   directors   should   have  the
                          flexibility to structure the company's  executive
                          compensation  plans.  Given  that  this  proposal
                          does not  specify a fixed  percentage  of options
                          to be awarded as performance-based  compensation,
                          we   believe   that  it  does  not  place   undue
                          restrictions   on  the   company's   compensation
                          committee.
                 9      Expense Stock Options                 Against    For
                          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.


10/30/03 - A     Sara Lee Corp. *SLE*              803111103                         09/02/03             1,822
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                        Shareholder Proposals
                 3      Report on Charitable Contributions    Against    Against
                 4      Implement and Monitor Code of         Against    Abstain
                        Corporate Conduct - ILO Standards


11/07/03 - A     Scientific-Atlanta, Inc. *SFA*    808655104                         09/15/03               353
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Marion H. Antonini
                        --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of James V. Napier.  We recommend  that
                          shareholders  WITHHOLD votes from James V. Napier
                          for  standing  as an  affiliated  outsider on the
                          Audit and Governance & Nominations Committee.
                 1.2    Elect Director David J. McLaughlin
                        --- For
                 1.3    Elect Director James V. Napier ---
                        Withhold
                 1.4    Elect Director Sam Nunn --- For
                 2      Approve Omnibus Stock Plan            For        For


11/13/03 - A     Sun Microsystems, Inc. *SUNW*     866810104                         09/15/03             7,796
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposal
                 4      Implement China Principles            Against    Against


11/07/03 - A     SYSCO Corporation *SYY*           871829107                         09/09/03             1,568
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Jonathan Golden as
                        Class II Director --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Richard J.  Schnieders,  Thomas E.
                          Lankford,  and Jonathan Golden. We recommend that
                          shareholders   WITHHOLD  votes  from  Richard  J.
                          Schnieders,  Thomas  E.  Lankford,  and  Jonathan
                          Golden  for  failure  to  implement  proposal  to
                          declassify the company's board.
                 1.2    Elect Director Joseph A. Hafner,
                        Jr. as Class II Director --- For
                 1.3    Elect Director Thomas E. Lankford
                        as Class II Director --- Withhold
                 1.4    Elect Director Richard J.
                        Schnieders as Class II Director ---
                        Withhold
                 1.5    Elect Director John K.
                        Stubblefield, Jr. as Class III
                        Director --- For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        Against
                        Shareholder Proposal
                 4      Report on the Impact of Genetically   Against    Abstain
                        Engineered Products


11/19/03 - A     The Clorox Company *CLX*          189054109                         09/22/03               505
                 1      Elect Directors                       For        For
                 2      Approve Deferred Compensation Plan    For        For
                 3      Ratify Auditors                       For        For


10/14/03 - A     The Procter & Gamble Company      742718109                         08/01/03             3,037
                 *PG*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan
                        Shareholder Proposals
                 4      Declassify the Board of Directors     Against    Against
                 5      Label Genetically Engineered Foods    Against    Against


10/08/03 - A     Winn-Dixie Stores, Inc. *WIN*     974280109                         08/01/03               303
                 1      Elect Directors                       For        For
                 1.1    Elect Director Tillie K. Fowler as
                        Class II Director --- For
                 1.2    Elect Director Frank Lazaran as
                        Class II Director --- For
                 1.3    Elect Director Edward W. Mehrer,
                        Jr. as Class II Director --- For
                 1.4    Elect Director Ronald Townsend as
                        Class II Director --- For
                 1.5    Elect Director John E. Anderson as
                        Class III Director --- For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Amend Stock Option Plan               For        For
                 4      Ratify Auditors                       For        For






                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT LARGE CAP INDEX FUND-I

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/02/04 - A     ADC Telecommunications, Inc.      000886101                         01/07/04             2,172
                 *ADCT*
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Increase Authorized Common Stock      For        For
                 4      Ratify Auditors                       For        For


03/02/04 - A     Agilent Technologies Inc. *A*     00846U101                         01/05/04             1,151
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


01/22/04 - A     Air Products & Chemicals, Inc.    009158106                         11/28/03               556
                 *APD*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


01/22/04 - A     Alberto-Culver Co. *ACV*          013068101                         12/01/03               301
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Amend Articles                        For        For
                 4      Increase Authorized Common Stock      For        For


03/09/04 - A     Analog Devices, Inc. *ADI*        032654105                         01/16/04               910
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


02/10/04 - A     Andrew Corp. *ANDW*               034425108                         12/12/03               451
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


03/24/04 - A     Applied Materials, Inc. *AMAT*    038222105                         01/30/04             4,202
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For


03/17/04 - S     Bank of America Corp. *BAC*       060505104                         01/26/04             3,794
                 1      Approve Merger Agreement              For        For
                 2      Amend Omnibus Stock Plan              For        For
                 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.


02/11/04 - A     Becton, Dickinson and Company     075887109                         12/15/03               606
                 *BDX*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Henry P. Becton, Jr.
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Edward F. DeGraan
                        --- For
                 1.3    Elect Director James F. Orr --- For
                 1.4    Elect Director Margaretha af Ugglas
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Approve Omnibus Stock Plan            For        For
                          The  total  cost of the  company's  plans of 7.57
                          percent  is  within  the  allowable  cap for this
                          company  of  12.31  percent.  Additionally,  this
                          plan expressly forbids repricing.
                        Shareholder Proposal
                 4      Provide for Cumulative Voting         Against    Against


01/22/04 - A     BJ Services Company *BJS*         055482103                         12/05/03               455
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Foreign Operations Risk     Against    Against


01/08/04 - WC    Brown-Forman Corp. *BF.B*         115637209                         11/28/03               100
                 1      Increase Authorized Common Stock      For        For


02/26/04 - S     Concord EFS, Inc.                 206197105                         01/16/04             1,213
                 1      Approve Merger Agreement              For        For


01/29/04 - A     Costco Wholesale Corporation      22160K105                         12/05/03             1,061
                 *COST*
                 1      Elect Directors                       For        For
                        Shareholder Proposals
                 2      Declassify the Board of Directors     Against    Against
                 3      Develop Land Procurement Policy       Against    Against
                        Management Proposal
                 4      Ratify Auditors                       For        For


01/09/04 - S     Countrywide Financial Corp.       222372104                         11/28/03               352
                 *CFC*
                 1      Increase Authorized Common Stock      For        For


02/03/04 - A     Emerson Electric Co. *EMR*        291011104                         11/24/03             1,061
                 1      Elect Directors                       For        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      Ratify Auditors                       For        For


01/15/04 - A     Family Dollar Stores, Inc.        307000109                         11/24/03               405
                 *FDO*
                 1      Elect Directors                       For        For
                 2      Approve Non-Employee Director Stock   For        For
                        Option Plan
                 3      Ratify Auditors                       For        For


01/29/04 - A     Franklin Resources, Inc. *BEN*    354613101                         12/01/03               655
                 1      Elect Directors                       For        For
                 1.1    Elect Director Harmon E. Burns ---
                        For
                 1.2    Elect Director Charles Crocker ---
                        For
                 1.3    Elect Director Robert D. Joffe ---
                        For
                 1.4    Elect Director Charles B. Johnson
                        --- For
                 1.5    Elect Director Rupert H. Johnson,
                        Jr. --- For
                 1.6    Elect Director Thomas H. Kean ---
                        For
                 1.7    Elect Director James A. McCarthy
                        --- For
                 1.8    Elect Director Chutta Ratnathicam
                        --- For
                 1.9    Elect Director Peter M. Sacerdote
                        --- For
                 1.10   Elect Director Anne M. Tatlock ---
                        For
                 1.11   Elect Director Louis E. Woodworth
                        --- For
                 2      Ratify Auditors                       For        For
                 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      Amend Executive Incentive Bonus Plan  For        For
                          We believe  that this item  warrants  shareholder
                          approval.


03/31/04 - A     Freddie Mac *FRE*                 313400301                         02/20/04             1,719
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


02/17/04 - A     Health Management Associates,     421933102                         12/19/03               557
                 Inc. *HMA*
                 1      Elect Directors                       For        For


03/17/04 - A     Hewlett-Packard Co. *HPQ*         428236103                         01/20/04             7,807
                 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
                 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  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.


03/02/04 - A     International Game Technology     459902102                         01/02/04               908
                 *IGT*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director G. Thomas Baker ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  Robert Miller.
                          We recommend  that  shareholders  WITHHOLD  votes
                          from Robert  Miller for standing as an affiliated
                          outsider on the Compensation Committee.
                 1.2    Elect Director Neil Barsky --- For
                 1.3    Elect Director Robert A. Bittman
                        --- For
                 1.4    Elect Director Richard R. Burt ---
                        For
                 1.5    Elect Director Leslie S. Heisz ---
                        For
                 1.6    Elect Director Robert A. Mathewson
                        --- For
                 1.7    Elect Director Thomas J. Matthews
                        --- For
                 1.8    Elect Director Robert Miller ---
                        Withhold
                 1.9    Elect Director Frederick B.
                        Rentschler --- For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


01/13/04 - A     Jabil Circuit, Inc. *JBL*         466313103                         11/14/03               505
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Ratify Auditors                       For        For


02/24/04 - S     John Hancock Financial            41014S106                         01/02/04               658
                 Services, Inc. *JHF*
                 1      Approve Merger Agreement              For        For


01/28/04 - A     Johnson Controls, Inc. *JCI*      478366107                         11/20/03               252
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert L. Barnett
                        --- For
                 1.2    Elect Director Willie D. Davis ---
                        For
                 1.3    Elect Director Jeffrey A. Joerres
                        --- For
                 1.4    Elect Director Richard F. Teerlink
                        --- For
                 2      Ratify Auditors                       For        For
                 3      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.
                 4      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.
                 5      Approve Non-Employee Director Stock   For        For
                        Option Plan
                          The  total  cost of the  company's  plans of 3.20
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.
                 6      Amend Restricted Stock Plan           For        For
                          The  total  cost of the  company's  plans of 3.58
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.


02/18/04 - A     Lucent Technologies Inc. *LU*     549463107                         12/22/03            10,316
                 1      Elect Directors                       For        For
                 1.1    Elect Director Karl J. Krapek ---
                        For
                 1.2    Elect Director Patricia F. Russo
                        --- For
                 1.3    Elect Director Henry B. Schacht ---
                        For
                 1.4    Elect Director Franklin A. Thomas
                        --- For
                 2      Declassify the Board of Directors     For        Against
                        and Amend Director Removal Provision
                 3      Approve Non-Employee Director         For        For
                        Omnibus Stock Plan
                          The  total  cost of the  company's  plans of 3.28
                          percent  is  within  the  allowable  cap for this
                          company  of  10.90  percent.  Additionally,  this
                          plan expressly forbids repricing.
                 4      Approve Reverse Stock Split           For        For
                          Since there will not be an effective  increase in
                          the   common   stock   authorized   due   to  the
                          proportionate   reduction,   we  recommend   that
                          shareholders consent to this item.
                        Shareholder Proposals
                 5      Submit Severance Agreement            Against    For
                        (Change-in-Control) to Shareholder
                        Vote
                          We  generally  support the  submission  of golden
                          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 other  companies.  We believe
                          that a company's  parachute  provisions should be
                          reasonable   and   not   excessive.           The
                          ceiling  set by the  proponent  at 2.99 times the
                          sum of an  executive's  base  salary and bonus is
                          widely  considered  as  the  standard   threshold
                          level of  severance  remuneration  for  corporate
                          executives.  Moreover,  as stated by the company,
                          its current  severance  agreements  are below the
                          standard  threshold  level. As such, the adoption
                          of the proposed  policy would have minimum impact
                          on  the  company   currently   but  ensures  good
                          corporate   governance   for  future   employment
                          contracts. Therefore, we support this proposal.
                 6      Prohibit Awards to Executives         Against    Against
                          We believe that top five  compensation  should be
                          linked  to  the  company's  performance.  If  the
                          company   has   met  or   exceeded   the   target
                          performance    level,    executives   should   be
                          remunerated for their efforts.  Discontinuing all
                          rights,  options or SARs  under an expired  stock
                          plan does not resolve the disconnect  between pay
                          and performance.  In fact, companies can continue
                          to  grant  rights,   options  or  SARs  under  an
                          existing plan. Therefore,  we do not support this
                          proposal.


03/03/04 - A     Parametric Technology Corp.       699173100                         01/09/04               706
                 *PMTC*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


03/25/04 - A     PeopleSoft, Inc. *PSFT*           712713106                         02/10/04               907
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Expense Stock Options                 Against    For


02/23/04 - S     R. R. Donnelley & Sons Co.        257867101                         01/15/04               100
                 *RRD*
                 1      Issue Shares in Connection with an    For        For
                        Acquisition
                 2      Approve Omnibus Stock Plan            For        For


02/04/04 - A     Rockwell Automation Inc *ROK*     773903109                         12/08/03               454
                 A.1    Elect Director Don H. Davis, Jr.      For        For
                          We  recommend a vote FOR the  directors  with the
                          exception  of William H. Gray,  III. We recommend
                          that shareholders  WITHHOLD votes from William H.
                          Gray, III for sitting on more than six boards.
                 A.2    Elect Director William H. Gray, III   For        For
                 A.3    Elect Director William T.             For        For
                        McCormick, Jr.
                 A.4    Elect Director Keith D. Nosbusch      For        For
                 B      Ratify Auditors                       For        For
                 C      Amend Omnibus Stock Plan              For        For


02/10/04 - A     Rockwell Collins, Inc. *COL*      774341101                         12/15/03               454
                 1      Elect Directors                       For        For
                 1.1    Elect Director Donald R. Beall ---
                        For
                          We recommend  that  shareholders  vote FOR Donald
                          R.   Beall,   but   WITHHOLD   votes  from  Audit
                          Committee  member  Richard  J.  Ferris for paying
                          excessive non-audit fees.
                 1.2    Elect Director Richard J. Ferris
                        --- For
                 2      Ratify Auditors                       For        For
                          In this  case,  54.86  percent  of the total fees
                          paid to the auditor is  attributable to non-audit
                          work.   This   notably    disproportionate    fee
                          arrangement   could   significantly   impair  the
                          auditor's independence.


01/26/04 - A     Sanmina-SCI Corp. *SANM*          800907107                         12/01/03             1,213
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


01/07/04 - A     Solectron Corp. *SLR*             834182107                         11/18/03             2,072
                 1      Elect Directors                       For        For
                 2      Approve Option Exchange Program       For        Against
                 3      Ratify Auditors                       For        For


03/31/04 - A     The Bear Stearns Companies Inc.   073902108                         02/19/04               352
                 *BSC*
                 1      Elect Directors                       For        For
                 2      Amend the Capital Accumulation Plan   For        Against
                        for Senior Managing Directors
                          We evaluate  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
                          We focus  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,  we
                          recommend  voting  AGAINST  the  plans due to the
                          excessive costs.
                 4      Approve Restricted Stock Plan         For        Against
                          We focus  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,  we
                          recommend  voting  AGAINST  the  plans due to the
                          excessive costs.
                 5      Ratify Auditors                       For        For


03/31/04 - A     The Goldman Sachs Group, Inc.     38141G104                         02/02/04             1,213
                 *GS*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      Declassify the Board of Directors     Against    Against


03/19/04 - S     The St. Paul Travelers            792860108                         02/06/04               505
                 Companies, Inc. *STA*
                 1      Issue Shares in Connection with a     For        For
                        Merger Agreement
                 2      Amend Bylaws                          For        For
                 3      Amend Articles                        For        For
                 4      Reduce Supermajority Vote             For        For
                        Requirement


03/03/04 - A     The Walt Disney Company *DIS*     254687106                         01/16/04             5,211
                 1      Elect Directors                       For        Split
                 1.1    Elect Director John E. Bryson ---
                        For
                          At the end of the day,  all  roads  lead  back to
                          Eisner.  For 20 years Disney's revolving door for
                          board   members  and   management   has  had  one
                          constant ' Mr. Eisner.  The boardroom battles and
                          management   departures,   which   pre-date   the
                          Disney/Gold    campaign,    are    disappointing,
                          expensive,  distracting,  and  not  in  the  best
                          interest  of  shareholders.  If there were ever a
                          case for  separating  the roles of  Chairman  and
                          CEO,  this  company  is the  poster  child.  Were
                          there a  shareholder  proposal  on the  ballot to
                          separate  those roles,  we would  support it. The
                          withhold  vote  recommendation  on Mr.  Eisner is
                          meant as a signal  to try a  little  harder,  not
                          just on paper.  The  structural  changes  adopted
                          recently  at Disney are too new and too  untested
                          for   investors  to  know  whether   they'll  get
                          traction over time. We believe that  shareholders
                          will be best served by cracking  opening the door
                          to the boardroom.  In a year's time, we'll have a
                          better  idea if the  recent  reforms  have  taken
                          hold. If not,  shareholders may be best served by
                          boardroom  change.        ISS  recommends  a vote
                          FOR  the  directors  with  the  exception  of Mr.
                          Eisner for whom we recommend a WITHHOLD vote.
                 1.2    Elect Director John S. Chen --- For
                 1.3    Elect Director Michael D. Eisner
                        --- Withhold
                 1.4    Elect Director Judith L. Estrin ---
                        For
                 1.5    Elect Director Robert A. Iger ---
                        For
                 1.6    Elect Director Aylwin B. Lewis ---
                        For
                 1.7    Elect Director Monica C. Lozano ---
                        For
                 1.8    Elect Director Robert W.
                        Matschullat --- For
                 1.9    Elect Director George J. Mitchell
                        --- For
                 1.10   Elect Director Leo J. O'Donovan,
                        S.J. --- For
                 1.11   Elect Director Gary L. Wilson ---
                        For
                 2      Ratify Auditors                       For        For
                 3      China Principles                      Against    Against
                 4      Report on Supplier Labor Standards    Against    Against
                        in China
                 5      Report on Amusement Park Safety       Against    Abstain


03/19/04 - S     Travelers Property Casualty       89420G406                         02/06/04             2,550
                 Corp.
                 1      Approve Merger Agreement              For        For


03/25/04 - A     Tyco International Ltd. *TYC*     902124106                         03/25/04             4,961
                        Meeting for Holders of ADRs
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                 3      ADOPTION OF THE AMENDED AND           For        For
                        RESTATED BYE-LAWS.
                 4      APPROVAL OF TYCO 2004 STOCK AND       For        For
                        INCENTIVE PLAN.
                 5      SHAREHOLDER PROPOSAL REGARDING        For        For
                        ENVIRONMENTAL REPORTING.
                 6      SHAREHOLDER PROPOSAL TO CHANGE TYCO   Against    Against
                        S JURISDICTION OF INCORPORATION
                        FROM BERMUDA TO A U.S. STATE.
                 7      SHAREHOLDER PROPOSAL ON COMMON        Against    Against
                        SENSE EXECUTIVE COMPENSATION.


01/14/04 - A     Walgreen Co. *WAG*                931422109                         11/17/03             2,529
                 1      Elect Directors                       For        For
                 1.1    Elect Director David W. Bernauer
                        --- For
                 1.2    Elect Director William C. Foote ---
                        For
                 1.3    Elect Director James J. Howard ---
                        For
                 1.4    Elect Director Alan G. McNally ---
                        For
                 1.5    Elect Director Cordell Reed --- For
                 1.6    Elect Director Jeffrey A. Rein ---
                        For
                 1.7    Elect Director David Y. Schwartz
                        --- For
                 1.8    Elect Director John B. Schwemm ---
                        For
                 1.9    Elect Director Marilou M. von
                        Ferstel --- For
                 1.10   Elect Director Charles R. Walgreen
                        III --- For
                 2      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan
                          The total cost of the company's plans,  including
                          the amended  and  restated  nonemployee  director
                          stock  plan  and  other  ongoing  plans,  of 7.70
                          percent  is  above  the  allowable  cap for  this
                          company of 5.13 percent.





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT LARGE CAP INDEX FUND-I

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

05/11/04 - A     3M CO *MMM*                      88579Y101                          03/12/04             2,024
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward A. Brennan
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of insider W.  James  McNerney,  Jr.
                          and  independent  outsiders  Kevin W. Sharer and
                          Edward   A.   Brennan.    We   recommend    that
                          shareholders   WITHHOLD   votes  from  W.  James
                          McNerney,  Jr.,  Kevin W. Sharer,  and Edward A.
                          Brennan for failure to  implement  the  proposal
                          to  submit  the  company's   poison  pill  to  a
                          shareholder vote.
                 1.2   Elect Director Michael L. Eskew ---
                       For
                 1.3   Elect Director W. James McNerney,
                       Jr. --- Withhold
                 1.4   Elect Director Kevin W. Sharer ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/23/04 - A     Abbott Laboratories *ABT*        002824100                          02/25/04             3,996
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Drug Pricing                          Against    Against                ShrHoldr
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/30/04 - A     Aetna Inc. *AET*                 00817Y108                          02/27/04               353
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Betsy Z. Cohen ---
                       For
                 1.2   Elect Director Barbara Hackman
                       Franklin --- For
                 1.3   Elect Director Jeffrey E. Garten
                       --- For
                 1.4   Elect Director Earl G. Graves ---
                       For
                 1.5   Elect Director Gerald Greenwald ---
                       For
                 1.6   Elect Director Ellen M. Hancock ---
                       For
                 1.7   Elect Director Michael H. Jordan
                       --- For
                 1.8   Elect Director Jack D. Kuehler ---
                       For
                 1.9   Elect Director Edward J. Ludwig ---
                       For
                 1.10  Elect Director Joseph P. Newhouse
                       --- For
                 1.11  Elect Director Judith Rodin --- For
                 1.12  Elect Director John W. Rowe, M.D.
                       --- For
                 1.13  Elect Director Ronald A. Williams
                       --- For
                 1.14  Elect Director R. David Yost --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  believe  that  the  Compensation  Committee,
                          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,
                          we believe this proposal is too restrictive,  as
                          it  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.


05/03/04 - A     AFLAC Incorporated *AFL*         001055102                          02/25/04             1,363
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Daniel P. Amos ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Michael H.  Armacost.  We recommend
                          that  shareholders  WITHHOLD  votes from Michael
                          H. Armacost for poor attendance.
                 1.2   Elect Director John Shelby Amos II
                       --- For
                 1.3   Elect Director Michael H. Armacost
                       --- Withhold
                 1.4   Elect Director Kriss Cloninger III
                       --- For
                 1.5   Elect Director Joe Frank Harris ---
                       For
                 1.6   Elect Director Elizabeth J. Hudson
                       --- For
                 1.7   Elect Director Kenneth S. Janke,
                       Sr. --- For
                 1.8   Elect Director Douglas W. Johnson
                       --- For
                 1.9   Elect Director Robert B. Johnson
                       --- For
                 1.10  Elect Director Charles B. Knapp ---
                       For
                 1.11  Elect Director Hidefumi Matsui ---
                       For
                 1.12  Elect Director Nobuhiro Mori --- For
                 1.13  Elect Director E. Stephen Purdom,
                       M.D. --- For
                 1.14  Elect Director Barbara K. Rimer,
                       Ph.D. --- For
                 1.15  Elect Director Marvin R. Schuster
                       --- For
                 1.16  Elect Director Glenn Vaughn, Jr.
                       --- For
                 1.17  Elect Director Robert L. Wright ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     Alcoa Inc. *AA*                  013817101                          02/02/04             2,186
                 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
                 3     Report on Pay Disparity               Against    Abstain                ShrHoldr
                 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,  we
                          find   the   proposal   in  this   case   overly
                          restrictive and recommend voting AGAINST it.


05/06/04 - A     Allegheny Technologies, Inc.     01741R102                          03/12/04               100
                 *ATI*
                 1     Elect Directors                       For        For                    Mgmt


04/28/04 - A     Allergan, Inc. *AGN*             018490102                          03/08/04               303
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Handel E. Evans ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Gavin  S.
                          Herbert,  from  whom we  recommend  shareholders
                          WITHHOLD  votes for  standing  as an  affiliated
                          outsider on the Audit Committee.
                 1.2   Elect Director Michael R. Gallagher
                       --- For
                 1.3   Elect Director Gavin S. Herbert ---
                       Withhold
                 1.4   Elect Director Stephen J. Ryan ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/21/04 - A     Allied Waste Industries, Inc.    019589308                          03/31/04               754
                 *AW*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Thomas H. Van
                       Weelden --- For
                 1.2   Elect Director Robert M. Agate ---
                       For
                 1.3   Elect Director Leon D. Black --- For
                 1.4   Elect Director James W. Crownover
                       --- For
                 1.5   Elect Director Michael S. Gross ---
                       For
                 1.6   Elect Director Dennis R. Hendrix
                       --- For
                 1.7   Elect Director J. Tomilson Hill ---
                       For
                 1.8   Elect Director Lawrence V. Jackson
                       --- For
                 1.9   Elect Director Nolan Lehmann --- For
                 1.10  Elect Director Howard A. Lipson ---
                       For
                 1.11  Elect Director Antony P. Ressler
                       --- For
                 1.12  Elect Director Warren B. Rudman ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 4     Report on Privatization               Against    Against                ShrHoldr
                          We  believe  that  the  requested  report  would
                          impose  an  unnecessary   cost  to  the  company
                          without  providing  a  corresponding  benefit to
                          shareholders.


04/22/04 - A     ALLTEL Corp. *AT*                020039103                          02/24/04               857
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Ammend EEO - Sexual Orientation       Against    Abstain                ShrHoldr


05/11/04 - A     Altera Corp. *ALTR*              021441100                          03/16/04               959
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John P. Daane --- For
                 1.2   Elect Director Robert W. Reed ---
                       For
                 1.3   Elect Director Charles M. Clough
                       --- For
                 1.4   Elect Director Robert J. Finocchio
                       Jr --- For
                 1.5   Elect Director Kevin Mcgarity ---
                       For
                 1.6   Elect Director Paul Newhagen --- For
                 1.7   Elect Director William E. Terry ---
                       For
                 1.8   Elect Director Susan Wang --- For
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Approve Option Expensing              Against    For                    ShrHoldr
                          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.  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.


04/29/04 - A     Altria Group, Inc. *MO*          02209S103                          03/08/04             5,309
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Product Warnings for        Against    Against                ShrHoldr
                       Pregnant Women
                 4     Report on Health Risks Associated     Against    Against                ShrHoldr
                       with Cigarette Filters
                 5     Political Contributions/Activities    Against    Against                ShrHoldr
                 6     Cease Use of Light and Ultra Light    Against    Against                ShrHoldr
                       in Cigarette Marketing
                 7     Place Canadian Style Warnings on      Against    Against                ShrHoldr
                       Cigarette Packaging
                 8     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/04/04 - A     Ambac Financial Group, Inc.      023139108                          03/09/04               403
                 *ABK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Amerada Hess Corp. *AHC*         023551104                          03/15/04               251
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Nicholas F. Brady
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of  independent  outsider  Nicholas F.
                          Brady. We recommend that  shareholders  WITHHOLD
                          votes   from   Nicholas   F.   Brady   for  poor
                          attendance.
                 1.2   Elect Director J. Barclay Collins
                       II --- For
                 1.3   Elect Director Thomas H. Kean ---
                       For
                 1.4   Elect Director Frank A. Olson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Establish Other Board Committee       Against    For                    ShrHoldr
                          We agree with the  proponent  on the  importance
                          of    establishing    clear    mechanisms    for
                          communication     between    shareholders    and
                          independent   directors.   While   the   company
                          complies  with  existing  SEC and NYSE  rules on
                          this  matter,  it  appears  that  the  corporate
                          secretary,  who is an employee  of the  company,
                          plays  an  important   role  in  conveying  such
                          communication   either   internally  or  to  the
                          board.  The  proposed  Office of the Board would
                          ensure   a   direct   communication   with   the
                          independent  directors  of  the  board,  without
                          involving     the      corporate      secretary.
                                  Furthermore,   in  the   absence  of  an
                          independent  chairman  in the  case  of  Amerada
                          Hess,   the   presiding    director   does   not
                          facilitate  communication  with  shareholders as
                          part of his lead director  role. We recommend in
                          favor of the proposal.


04/27/04 - A     Ameren Corporation *AEE*         023608102                          03/11/04               603
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Risks of Nuclear Waste      Against    Against                ShrHoldr
                       Storage


04/27/04 - A     American Electric Power Co.      025537101                          03/03/04               929
                 *AEP*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director E. R. Brooks --- For
                 1.2   Elect Director Donald M. Carlton
                       --- For
                 1.3   Elect Director John P. DesBarres
                       --- For
                 1.4   Elect Director Robert W. Fri --- For
                 1.5   Elect Director William R. Howell
                       --- For
                 1.6   Elect Director Lester A. Hudson,
                       Jr. --- For
                 1.7   Elect Director Leonard J. Kujawa
                       --- For
                 1.8   Elect Director Michael G. Morris
                       --- For
                 1.9   Elect Director Richard L. Sandor
                       --- For
                 1.10  Elect Director Donald G. Smith ---
                       For
                 1.11  Elect Director Kathryn D. Sullivan
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes and severance plans.
                 4     Submit Executive Pension Benefit to   Against    For                    ShrHoldr
                       Vote
                          Because  the  company's  SERP  appears to confer
                          extraordinary    benefits    not   included   in
                          employee-wide  plans,  we believe  that the SERP
                          proposal warrants shareholder support.
                 5     Prohibit Auditor from Providing       Against    For                    ShrHoldr
                       Non-Audit Services
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 6     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.


04/26/04 - A     American Express Co. *AXP*       025816109                          02/27/04             3,288
                 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,  we take 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 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.


06/25/04 - A     American Greetings Corp. *AM*    026375105                          04/26/04               201
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Scott S. Cowen ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Charles A.
                          Ratner. We recommend that shareholders  WITHHOLD
                          votes   from   Charles   A.   Ratner   for  poor
                          attendance.
                 1.2   Elect Director Harriet
                       Mouchly-Weiss --- For
                 1.3   Elect Director Charles A. Ratner
                       --- Withhold
                 1.4   Elect Director Zev Weiss --- For
                 1.5   Elect Director Joseph Hardin --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/19/04 - A     American International Group,    026874107                          03/26/04             6,927
                 Inc. *AIG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Divest from Tobacco Equities          Against    Against                ShrHoldr
                 7     Link Executive Compensation to        Against    Against                ShrHoldr
                       Predatory Lending


06/10/04 - A     American Power Conversion        029066107                          04/14/04               100
                 Corp. *APCC*
                 1     Fix Number of Directors               For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Rodger B. Dowdell,
                       Jr. --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Rodger B. Dowdell,  Jr.,
                          Emanuel E.  Landsman and Neil E.  Rasmussen  and
                          affiliated  outsider Ervin F. Lyon. We recommend
                          that shareholders  WITHHOLD votes from Rodger B.
                          Dowdell,  Jr.,  Emanuel E.  Landsman and Neil E.
                          Rasmussen  for  failure to  establish a majority
                          independent   board.   We  also  recommend  that
                          shareholders  WITHHOLD  votes from Ervin F. Lyon
                          for  standing as an  affiliated  outsider on the
                          Audit,  Compensation  and Nominating  committees
                          and  for   failure  to   establish   a  majority
                          independent board.
                 2.2   Elect Director Emanuel E. Landsman
                       --- Withhold
                 2.3   Elect Director Neil E. Rasmussen
                       --- Withhold
                 2.4   Elect Director Ervin F. Lyon ---
                       Withhold
                 2.5   Elect Director James D. Gerson ---
                       For
                 2.6   Elect Director John G. Kassakian
                       --- For
                 2.7   Elect Director John F. Keane, Sr.
                       --- For
                 2.8   Elect Director Ellen B. Richstone
                       --- For
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     American Standard Companies,     029712106                          03/10/04               152
                 Inc. *ASD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Amgen, Inc. *AMGN*               031162100                          03/19/04             3,407
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank J. Biondi, Jr.
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Jerry  D.
                          Choate. We recommend that shareholders  WITHHOLD
                          votes from Jerry D.  Choate for  standing  as an
                          affiliated    outsider    on   the   Audit   and
                          Compensation committees.
                 1.2   Elect Director Jerry D. Choate ---
                       Withhold
                 1.3   Elect Director Frank C. Herringer
                       --- For
                 1.4   Elect Director Gilbert S. Omenn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Prepare Glass Ceiling Report          Against    Abstain                ShrHoldr
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


04/15/04 - A     AmSouth Bancorporation *ASO*     032165102                          02/17/04               959
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 6     Political Contributions               Against    Against                ShrHoldr


05/06/04 - A     Anadarko Petroleum Corp. *APC*   032511107                          03/08/04               620
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


04/28/04 - A     Anheuser-Busch Companies, Inc.   035229103                          03/01/04             2,025
                 *BUD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Anthem Inc. *ATH*                03674B104                          03/19/04               305
                 1     Elect Directors                       For        For                    Mgmt


06/28/04 - S     Anthem Inc. *ATH*                03674B104                          05/10/04               305
                 1     Issue Shares in Connection with an    For        For                    Mgmt
                       Acquisition
                 2     Change Company Name                   For        For                    Mgmt


05/21/04 - A     Aon Corp. *AOC*                  037389103                          03/24/04               807
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Patrick G. Ryan ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of independent  outsider Jan Kalff and
                          affiliated   outsider  Edgar  D.  Jannotta.   We
                          recommend that shareholders  WITHHOLD votes from
                          Jan Kalff for poor  attendance,  and from  Edgar
                          D.   Jannotta  for  standing  as  an  affiliated
                          outsider on the Nominating Committee.
                 1.2   Elect Director Edgar D. Jannotta
                       --- Withhold
                 1.3   Elect Director Jan Kalff ---
                       Withhold
                 1.4   Elect Director Lester B. Knight ---
                       For
                 1.5   Elect Director J. Michael Losh ---
                       For
                 1.6   Elect Director R. Eden Martin ---
                       For
                 1.7   Elect Director Andrew J. McKenna
                       --- For
                 1.8   Elect Director Robert S. Morrison
                       --- For
                 1.9   Elect Director Richard C. Notebaert
                       --- For
                 1.10  Elect Director Michael D.
                       O'Halleran --- For
                 1.11  Elect Director John W. Rogers, Jr.
                       --- For
                 1.12  Elect Director Gloria Santona ---
                       For
                 1.13  Elect Director Carolyn Y. Woo ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Apache Corp. *APA*               037411105                          03/17/04               846
                 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    Against                ShrHoldr


04/30/04 - A     Apartment Investment &           03748R101                          03/05/04               100
                 Management Co. *AIV*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Terry Considine ---
                       For
                 1.2   Elect Director Peter K. Kompaniez
                       --- For
                 1.3   Elect Director James N. Bailey ---
                       For
                 1.4   Elect Director Richard S. Ellwood
                       --- For
                 1.5   Elect Director J. Landis Martin ---
                       For
                 1.6   Elect Director Thomas L. Rhodes ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Sale of Company Assets        For        For                    Mgmt
                 4     Limit Executive Compensation          Against    For                    ShrHoldr
                          We are broadly in favor of  proposals to require
                          golden   parachutes   or   executive   severance
                          agreements  to  be  submitted  for   shareholder
                          ratification,   unless  the  proposal   requires
                          shareholder  approval  prior  to  entering  into
                          employment contracts.  Although the terms of the
                          proposal  define "future  severance  agreements"
                          as including  employment  agreements  containing
                          severance  provisions,   ratification  prior  to
                          entering an  employment  contract  would only be
                          necessary   where   that   severance   provision
                          exceeded  the 2.99 times salary plus bonus test.
                          Further,  the  proposal  allows for  shareholder
                          approval to be sought after the  material  terms
                          of the agreement are agreed upon. Therefore,  we
                          believe the proposal warrants support.


04/22/04 - A     Apple Computer, Inc. *AAPL*      037833100                          02/24/04               910
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr


05/19/04 - A     AT&T Corp. *T*                   001957505                          03/25/04             2,087
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Directors William F. Aldinger
                       --- For
                 1.2   Elect Directors Kenneth T. Derr ---
                       For
                 1.3   Elect Directors David W. Dorman ---
                       For
                 1.4   Elect Directors M. Kathryn Eickhoff
                       --- For
                 1.5   Elect Directors Herbet L. Henkel
                       --- For
                 1.6   Elect Directors Frank C. Herringer
                       --- For
                 1.7   Elect Directors Shirley Ann Jackson
                       --- For
                 1.8   Elect Directors Jon C. Madonna ---
                       For
                 1.9   Elect Directors Donald F. McHenry
                       --- For
                 1.10  Elect Directors Tony L. White ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     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 re-elect directors as they see fit.
                 5     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          While we  recognize  that the  company  does not
                          currently   intend  to  adopt  a  poison   pill,
                          nevertheless  the  company  is  free  to  do  so
                          without  any   shareholder   approval.   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.
                 6     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 7     Report on Executive Compensation      Against    For                    ShrHoldr
                          As   the    requested    report   will   provide
                          shareholders   with  more   insight   into  what
                          factors  the  company   considers   relevant  to
                          building  long-term  shareholder  value  for its
                          performance  based  compensation,  we  recommend
                          shareholders support this request.


05/19/04 - A     AT&T Wireless Services, Inc.     00209A106                          03/22/04             7,160
                 *AWE*
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Nobuharu Ono --- For
                 2.2   Elect Director Carolyn M. Ticknor
                       --- For
                 2.3   Elect Director John D. Zeglis ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   compensation   committee  is  composed  of
                          entirely of independent  directors and currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          compensation    committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent   that  the   company's   compensation
                          program should utilize  justifiable  performance
                          criteria,  the  proposed  caps and  restrictions
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.
                 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     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


06/17/04 - A     Autodesk, Inc. *ADSK*            052769106                          05/05/04               302
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Policy Regarding Equity-Based   Against    For                    ShrHoldr
                       Compensation for Executives
                          Given that the  company  does not  maintain  any
                          mechanisms  that promote the long-term value for
                          shareholders,  we believe  that support for this
                          non-binding  proposal  sends a strong message to
                          the  board  to  require  executives  to  have  a
                          long-term  stake  in  the  company.   Therefore,
                          executives   are   committed   to  promote   the
                          long-term value for shareholders.


05/12/04 - A     AutoNation, Inc. *AN*            05329W102                          03/26/04               708
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Mike Jackson --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider   Rick  L.
                          Burdick.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  Rick  L.   Burdick   for
                          standing  as  an  affiliated   outsider  on  the
                          nominating committee.
                 1.2   Elect Director Robert J. Brown ---
                       For
                 1.3   Elect Director J.P. Bryan --- For
                 1.4   Elect Director Rick L. Burdick ---
                       Withhold
                 1.5   Elect Director William C. Crowley
                       --- For
                 1.6   Elect Director Alan S. Dawes --- For
                 1.7   Elect Director Edward S. Lampert
                       --- For
                 1.8   Elect Director Irene B. Rosenfeld
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Avery Dennison Corp. *AVY*       053611109                          02/23/04               302
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt


05/06/04 - A     Avon Products, Inc. *AVP*        054303102                          03/15/04               556
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Report on Feasibility of Removing     Against    Against                ShrHoldr
                       Parabens from Company Products
                 6     Report on Feasibility of Removing     Against    Against                ShrHoldr
                       Dibutyl Phthalate from Company
                       Products


04/28/04 - A     Baker Hughes Incorporated        057224107                          03/03/04               808
                 *BHI*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Edward P. Djerejian
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes  from   independent   outsiders
                          Charles  L.  Watson,  H. John  Riley,  Jr.,  and
                          Edward P.  Djerejian  for  failure to  implement
                          the board declassification proposal.
                 1.2   Elect Director H. John Riley, Jr.
                       --- Withhold
                 1.3   Elect Director Charles L. Watson
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Baker Hughes does not have a rights  plan.  Last
                          year the board  adopted a policy that any future
                          poison  pill must be  ratified  by  shareholders
                          either at the time of  adoption  or, if  advised
                          by a committee of independent directors,  within
                          a year of  adoption  or else the pill  will then
                          expire.  We believe  that such a policy  strikes
                          an  appropriate   balance  between  the  board's
                          exercise  of its  fiduciary  duty and the rights
                          of  shareholders to ensure that a future pill is
                          not used in an abusive fashion.


04/28/04 - A     Ball Corp. *BLL*                 058498106                          03/01/04               101
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Bank of America Corp. *BAC*      060505104                          04/07/04             5,467
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William Barnet, III
                       --- For
                 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 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
                 6     Establish Independent Committee to    Against    Against                ShrHoldr
                       Review Mutual Fund Policy
                          In  view  of  the  company's   efforts  and  the
                          disclosure  expected  with the final  settlement
                          agreement,  we do not support  this  proposal at
                          this time.
                 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             2,934
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Bausch & Lomb Inc. *BOL*         071707103                          03/01/04               301
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Baxter International Inc.        071813109                          03/05/04             1,569
                 *BAX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provide for Cumulative Voting         Against    Against                ShrHoldr


04/27/04 - A     BB&T Corporation *BBT*           054937107                          03/08/04             1,412
                 1     Amend Articles                        For        Against                Mgmt
                          Proposals would repeal classified board.
                 2     Amend Bylaws                          For        Against                Mgmt
                 3     Elect Directors                       For        Split                  Mgmt
                 3.1   Elect Director John A. Allison Iv
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsiders  Albert  F.
                          Zettlemoyer  and  Ronald E. Deal.  We  recommend
                          that shareholders  WITHHOLD votes from Albert F.
                          Zettlemoyer  and Ronald E. Deal for  standing as
                          affiliated  outsiders  on the  Compensation  and
                          Nominating committees.
                 3.2   Elect Director Ronald E. Deal ---
                       Withhold
                 3.3   Elect Director Tom D. Efird --- For
                 3.4   Elect Director Albert O. Mccauley
                       --- For
                 3.5   Elect Director Barry J. Fitzpatrick
                       --- For
                 3.6   Elect Director J. Holmes Morrison
                       --- For
                 3.7   Elect Director Jennifer S. Banner
                       --- For
                 3.8   Elect Director Albert F.
                       Zettlemoyer --- Withhold
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Review Executive Compensation Policy  Against    For                    ShrHoldr
                          We  recognize  the  board's  efforts  to  retain
                          Mercer to evaluate  its  executive  compensation
                          practices.   However,   while  not  exclusively,
                          stock  returns  are  an  important   measure  of
                          performance  which  is  not  currently  used  by
                          BB&T.  The  company's  stock has  underperformed
                          its  peers  over  one- and  three-year  periods,
                          which  supports the argument  that stock returns
                          should   be   incorporated   as  a   performance
                          criteria.    Therefore,    we   recommend   that
                          shareholders support this proposal.


04/26/04 - A     Bellsouth Corp. *BLS*            079860102                          03/08/04             4,854
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should utilize justifiable  performance criteria
                          and  challenging  performance  benchmarks,   the
                          proposed  caps  on   restricted   stock  grants,
                          severance  payments,  salary and bonus, would be
                          unduly  restrictive.  Thus,  we do  not  support
                          this proposal.
                 6     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to determine the CEO's pay based on
                          a  number  of  factors,   rather  then  have  an
                          arbitrary    cap   to   determine    the   CEO's
                          compensation.    While   we    understand    the
                          proponents'  concerns with  escalating  CEO pay,
                          we  believe  that  the  proposed  cap  would  be
                          unduly  restrictive.  Thus,  we do  not  support
                          this proposal.
                 7     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/06/04 - A     Bemis Company, Inc. *BMS*        081437105                          03/12/04               602
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


06/24/04 - A     Best Buy Co., Inc. *BBY*         086516101                          04/26/04               861
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/18/04 - A     Big Lots Inc. *BLI*              089302103                          03/26/04               502
                 1     Elect Directors                       For        For                    Mgmt


06/16/04 - A     BIOGEN IDEC INC *BIIB*           09062X103                          04/20/04               805
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     Boise Cascade Corp. *BCC*        097383103                          02/23/04               401
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     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.  As such, we
                          do  not  believe  that  this   proposal   merits
                          shareholder approval.


05/11/04 - A     Boston Scientific Corp. *BSX*    101137107                          03/19/04             2,122
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Bristol-Myers Squibb Co. *BMY*   110122108                          03/08/04             5,156
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Peter R. Dolan ---
                       For
                 1.2   Elect Director Louis V. Gerstner,
                       Jr. --- For
                 1.3   Elect Director Leif Johansson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 4     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       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.


04/29/04 - A     Broadcom Corp. *BRCM*            111320107                          03/05/04               472
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 63.26
                          percent  is  above  the  allowable  cap for this
                          company  of 12.40  percent.  Additionally,  this
                          company  has  repriced  stock  options   without
                          shareholder  approval  in  the  past.  The  plan
                          allows  repricing of  underwater  stock  options
                          without shareholder  approval,  which we believe
                          reduces the incentive value of the plan.
                 3     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Burlington Northern Santa Fe     12189T104                          02/27/04               958
                 Corp. *BNI*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Alan L. Boeckmann
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsiders   Marc  F.
                          Racicot  and  Vilma S.  Martinez.  We  recommend
                          that  shareholders  WITHHOLD  votes from Marc F.
                          Racicot and Vilma S.  Martinez  for  standing as
                          affiliated   outsiders  on  the   Directors  and
                          Corporate Governance Committee,  which serves as
                          the nominating committee.
                 1.2   Elect Director Vilma S. Martinez
                       --- Withhold
                 1.3   Elect Director Marc F. Racicot ---
                       Withhold
                 1.4   Elect Director Roy S. Roberts ---
                       For
                 1.5   Elect Director Matthew K. Rose ---
                       For
                 1.6   Elect Director Marc J. Shapiro ---
                       For
                 1.7   Elect Director J.C. Watts, Jr. ---
                       For
                 1.8   Elect Director Robert H. West ---
                       For
                 1.9   Elect Director J. Steven Whisler
                       --- For
                 1.10  Elect Director Edward E. Whitacre,
                       Jr. --- For
                 1.11  Elect Director Michael B. Yanney
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Burlington Resources Inc. *BR*   122014103                          02/23/04               455
                 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
                 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


04/29/04 - A     Capital One Financial Corp.      14040H105                          02/29/04               505
                 *COF*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


05/04/04 - A     Caremark Rx, Inc. *CMX*          141705103                          04/01/04             1,200
                 1     Elect Directors                       For        For                    Mgmt


04/14/04 - A     Caterpillar Inc. *CAT*           149123101                          02/17/04               859
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Although we commend  the  company for  approving
                          the  TIDE  provision  to  the  company's  rights
                          plan,  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.
                 5     Report on Equipment Sales to Israel   Against    Against                ShrHoldr
                          In  this  case,  we  agree  with  the  company's
                          statement on the issue.  While we recommend that
                          Caterpillar  continuously  review  the risks and
                          opportunities  associated  with each market that
                          the  company  operates  in,  it would be  overly
                          burdensome  and  potentially  costly to  monitor
                          and  respond  to issues  resulting  from the end
                          use of the company's products.  Further, we note
                          that Caterpillar  complies with current laws and
                          regulations regarding international  operations.
                          Additionally,    we   agree   that    government
                          officials and  organizations  can better address
                          the political aspects of this proposal,  and may
                          represent  a more  appropriate  forum  for these
                          concerns.   As   such,   we  do  not   recommend
                          shareholder  support  for this  proposal at this
                          time.
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/20/04 - A     Cendant Corporation *CD*         151313103                          02/23/04             2,529
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                       Shareholder Proposals
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


05/06/04 - A     CenturyTel, Inc. *CTL*           156700106                          03/08/04               404
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Charter One Financial, Inc.      160903100                          02/23/04               614
                 *CF*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Patrick J. Agnew ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions of Mark Shaevsky,  Ronald F. Poe, and
                          Patrick   J.   Agnew.    We    recommend    that
                          shareholders  WITHHOLD  votes  from  Patrick  J.
                          Agnew for standing as an affiliated  outsider on
                          the  Nominating  Committee  and Audit  Committee
                          members  Mark  Shaevsky  and  Ronald  F. Poe for
                          paying excessive non-audit fees.
                 1.2   Elect Director Denise Marie Fugo
                       --- For
                 1.3   Elect Director Charles John Koch
                       --- For
                 1.4   Elect Director Ronald F. Poe --- For
                 1.5   Elect Director Jerome L. Schostak
                       --- For
                 1.6   Elect Director Mark Shaevsky --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     ChevronTexaco Corp. *CVX*        166764100                          03/01/04             2,686
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Shareholder Rights Plan         For        For                    Mgmt
                       (Poison Pill) Policy
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          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
                 9     Report on Renewable Energy            Against    Against                ShrHoldr


05/27/04 - A     Chiron Corp. *CHIR*              170040109                          03/29/04               404
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          We commend the company for expressly  forbidding
                          the  repricing of stock  options under the plan.
                          We approve the stock purchase program  component
                          because the plan  complies  with  Section 423 of
                          the Internal  Revenue Code, the number of shares
                          reserved   is   relatively   conservative,   the
                          offering  period  is  reasonable,  and there are
                          limitations on  participation.          However,
                          the total cost of the  company's  plans of 17.46
                          percent  is  above  the  allowable  cap for this
                          company   of  10.28   percent.   Therefore,   we
                          recommend AGAINST this bundled plan.
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     CIGNA Corp. *CI*                 125509109                          03/01/04               304
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/24/04 - A     Cincinnati Financial Corp.       172062101                          02/27/04               504
                 *CINF*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Michael Brown --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent   outsider  John  M.
                          Shepherd  and  affiliated   outsider  Robert  C.
                          Schiff. We recommend that shareholders  WITHHOLD
                          votes from Robert C. Schiff for poor  attendance
                          and audit committee  member John M. Shepherd for
                          paying excessive non-audit fees.
                 1.2   Elect Director Dirk J. Debbink ---
                       For
                 1.3   Elect Director Robert C. Schiff ---
                       Withhold
                 1.4   Elect Director John M. Shepherd ---
                       Withhold
                 1.5   Elect Director Douglas S. Skidmore
                       --- For
                 2     Ratify Auditors                       For        Against                Mgmt


05/04/04 - A     Cinergy Corp. *CIN*              172474108                          03/05/04               603
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/15/04 - A     Circuit City Stores, Inc. *CC*   172737108                          04/21/04               554
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Citigroup Inc. *C*               172967101                          02/27/04            13,260
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We feel 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.  While
                          we are concerned  that certain  companies  award
                          compensation  packages without  consideration of
                          performance  hurdles,   being  unable  to  issue
                          stock   options   could  hinder  the   company's
                          ability   to  attract   and   retain   competent
                          executive   officers.   As  such,  we  recommend
                          shareholders oppose this request.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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


05/18/04 - A     Citizens Communications Co.      17453B101                          03/19/04               707
                 *CZN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote


05/13/04 - A     Citrix Systems, Inc. *CTXS*      177376100                          03/15/04               503
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Mark B. Templeton
                       --- For
                 1.2   Elect Director Kevin R. Compton ---
                       For
                 1.3   Elect Director Stephen M. Dow ---
                       For
                 2     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


04/28/04 - A     Clear Channel Communications,    184502102                          03/08/04             1,615
                 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


04/30/04 - A     Coca-Cola Enterprises Inc.       191219104                          03/04/04             1,111
                 *CCE*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Amend Deferred Compensation Plan      For        For                    Mgmt
                 5     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 6     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 7     Ratify Auditors                       For        For                    Mgmt
                 8     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          In this case,  we believe  that the  ceiling set
                          by the  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.
                 9     Report on Recycling Policy            Against    Against                ShrHoldr


05/07/04 - A     Colgate-Palmolive Co. *CL*       194162103                          03/09/04             1,365
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We support 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.  This proposal also
                          allows the company to seek shareholder  approval
                          after the material  terms of the agreement  have
                          been agreed  upon.  Therefore,  we support  this
                          proposal.
                 5     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr
                 6     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/26/04 - A     Comcast Corp. *CMCSA*            20030N101                          03/15/04             5,916
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director S. Decker Anstrom
                       --- For
                 1.2   Elect Director C. Michael Armstrong
                       --- For
                 1.3   Elect Director Kenneth J. Bacon ---
                       For
                 1.4   Elect Director Sheldon M. Bonovitz
                       --- For
                 1.5   Elect Director Julian A. Brodsky
                       --- For
                 1.6   Elect Director Joseph L. Castle, II
                       --- For
                 1.7   Elect Director J. Michael Cook ---
                       For
                 1.8   Elect Director Brian L. Roberts ---
                       For
                 1.9   Elect Director Ralph J. Roberts ---
                       For
                 1.10  Elect Director Dr. Judith Rodin ---
                       For
                 1.11  Elect Director Michael I. Sovern
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Restricted Stock Plan           For        For                    Mgmt
                 4     Amend                                 For        For                    Mgmt
                       Articles/Bylaws/Charter-Non-Routine
                 5     Require Two-Thirds Majority of        Against    For                    ShrHoldr
                       Independent Directors on Board
                          Currently,   according  to  our   definition  of
                          independence,   the  board   consists   of  four
                          insiders,  one  affiliated  outsiders,  and  six
                          independent  outsiders.  A majority of the board
                          members are independent  outsiders,  however, we
                          prefer  that  a  substantial   majority  of  the
                          directors  be   independent.   In  the  case  of
                          Comcast,    we   believe   that   a   two-thirds
                          independent board is particularly  important due
                          to Comcast's dual class ownership  structure and
                          several  insiders   currently   sitting  on  the
                          board.   Therefore,  we  recommend  shareholders
                          support this proposal.
                 6     Political Contributions/Activities    Against    Against                ShrHoldr
                          In light of the potential costs  associated with
                          the   requested   report,   we  recommend   that
                          shareholders oppose this request.
                 7     Nominate Two Directors for every      Against    For                    ShrHoldr
                       open Directorships
                          Since  approval of this  proposal  will  provide
                          shareholders  with  greater  choice  during  the
                          director  election  process,  we recommend  that
                          shareholders support this initiative.
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          We oppose  this item  because it could place the
                          company  at  a   competitive   disadvantage   in
                          attempting to attract a qualified CEO.
                 9     Adopt a Recapitalization Plan         Against    For                    ShrHoldr
                          As  a  non-binding   proposal,  we  support  the
                          request   for  the  company  to  take  steps  to
                          develop  a  recapitalization  plan  where all of
                          the company's  outstanding  stock would have one
                          vote.  In general,  we believe  that  simplified
                          capital  structures  where voting  interests are
                          proportional    to   economic    interests   are
                          preferable  to  dual  class   structures   where
                          management owns supervoting stock.


05/18/04 - A     Comerica Inc. *CMA*              200340107                          03/22/04               653
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


06/15/04 - A     Comverse Technology, Inc.        205862402                          04/27/04               554
                 *CMVT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     ConocoPhillips *COP*             20825C104                          03/10/04             1,762
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Report on Drilling in the Arctic      Against    Against                ShrHoldr
                       National Wildlife Refuge


05/17/04 - A     Consolidated Edison, Inc. *ED*   209115104                          03/29/04               657
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Vincent A. Calarco
                       --- For
                 1.2   Elect Director George Campbell, Jr.
                       --- For
                 1.3   Elect Director Gordon J. Davis ---
                       For
                 1.4   Elect Director Michael J. Del
                       Giudice --- For
                 1.5   Elect Director Joan S. Freilich ---
                       For
                 1.6   Elect Director Ellen V. Futter ---
                       For
                 1.7   Elect Director Sally
                       Hernandez-Pinero --- For
                 1.8   Elect Director Peter W. Likins ---
                       For
                 1.9   Elect Director Eugene R. McGrath
                       --- For
                 1.10  Elect Director Frederic V. Salerno
                       --- For
                 1.11  Elect Director Stephen R. Volk ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Increase Disclosure of Executive      Against    For                    ShrHoldr
                       Compensation
                          We believe that  approval of this  proposal will
                          provide greater  transparency  for  shareholders
                          on the company's executive compensation issues.


05/21/04 - A     Constellation Energy Group,      210371100                          03/19/04               503
                 Inc. *CEG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Convergys Corp. *CVG*            212485106                          03/01/04               504
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Cooper Tire & Rubber Co. *CTB*   216831107                          03/09/04               351
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Arthur H. Aronson
                       --- For
                 1.2   Elect Director Thomas A. Dattilo
                       --- For
                 1.3   Elect Director Byron O. Pond --- For
                 2     Ratify Auditors                       Against    For                    ShrHoldr
                          This  proposal  would not effect  the  company's
                          ability to select its auditor,  but rather would
                          allow  shareholders  the  right to ratify or not
                          ratify  that  choice.  We note that the  company
                          has not,  in the past,  put the  auditor  up for
                          ratification.  We also note  that the  non-audit
                          related fees paid to Ernst & Young,  in the past
                          fiscal  year  represented  47.07  percent of the
                          total  fees  paid to that  firm.  The  company's
                          Audit   Committee   has   established  a  policy
                          regarding   pre-approval   of  all   audit   and
                          non-audit  services  expected to be performed by
                          Ernst  &  Young.          Before  the  corporate
                          accounting-related  scandals  of  the  past  two
                          years,  ratification  of auditors was  generally
                          viewed as a routine  agenda  item. A vote for an
                          auditor by  shareholders  is  confirmation  that
                          the  auditor  has   objectively   reviewed   the
                          company's  financial  statements  for compliance
                          with generally accepted  accounting  principles.
                          Due  to  the   recent   SEC  rules  on   auditor
                          independence and increased  shareholder scrutiny
                          on  this   issue,   however,   ratification   of
                          auditors  has turned  into a more  controversial
                          agenda   item.   As  such,   we   believe   that
                          shareholders  should  have  the  opportunity  to
                          assess the auditor's  general  performance,  the
                          audit  and  non-audit  related  fees paid by the
                          company,     and    the    auditor's     overall
                          independence.  Therefore,  we  recommend  a vote
                          for this proposal.


04/29/04 - A     Corning Inc. *GLW*               219350105                          03/01/04             3,333
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeremy R. Knowles
                       --- For
                 1.2   Elect Director Eugene C. Sit --- For
                 1.3   Elect Director William D. Smithburg
                       --- For
                 1.4   Elect Director Hansel E. Tookes II
                       --- For
                 1.5   Elect Director Wendell P. Weeks ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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  other
                          companies.  Accordingly,  we  believe  that this
                          proposal warrants shareholder support.


06/16/04 - A     Countrywide Financial Corp.      222372104                          04/19/04               703
                 *CFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/26/04 - A     Crane Co. *CR*                   224399105                          02/27/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 5     Implement MacBride Principles         Against    Against                ShrHoldr


05/05/04 - A     CSX Corp. *CSX*                  126408103                          03/05/04               554
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director E.E. Bailey --- For
                 1.2   Elect Director R.L. Burrus, Jr. ---
                       For
                 1.3   Elect Director E.J. Kelly, III ---
                       For
                 1.4   Elect Director R.D. Kunisch --- For
                 1.5   Elect Director S.J. Morcott --- For
                 1.6   Elect Director D.M. Ratcliffe ---
                       For
                 1.7   Elect Director C.E. Rice --- For
                 1.8   Elect Director W.C. Richardson ---
                       For
                 1.9   Elect Director F.S. Royal, M.D. ---
                       For
                 1.10  Elect Director D.J. Shepard --- For
                 1.11  Elect Director M.J. Ward --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We generally  oppose  proposals that seek to set
                          absolute  levels on  compensation  or  otherwise
                          dictate  the  amount  or form  of  compensation.
                          Further,  we believe  that it is  beneficial  to
                          shareholders   to   have   company   executives'
                          compensation   closely  tied  to  the  company's
                          performance.  Therefore  we  believe  that  this
                          proposal  would unduly  restrict  the  company's
                          flexibility  to design  employment and incentive
                          arrangements,  and would place the company in an
                          uncompetitive   position   in   attracting   and
                          retaining qualified executives.
                 4     Submit Shareholder Rights Plan        Against    For                    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.  The  board has
                          taken  an  important  first  step in  addressing
                          shareholder  concerns by  redeeming  an existing
                          pill. However,  the board has not fully complied
                          with  the   previously   supported   shareholder
                          proposal  regarding  poison  pills.  We consider
                          withholding   votes  for  directors  who  ignore
                          shareholder  proposals that have been passed two
                          years in a row. With respect to the  shareholder
                          proposal  regarding  poison  pills,  we  do  not
                          consider  the  two-year   shareholder   approval
                          clock  as  having  been  reset  because  of  the
                          company's  half-step  towards  implementing  the
                          will of  shareholders.  We will closely  monitor
                          management's  response  to this  year's  vote on
                          this proposal, and if necessary,  will recommend
                          the  withholding  of votes for directors at next
                          year's meeting.
                 5     Limit Awards to Executives            Against    For                    ShrHoldr
                          We are broadly in favor of  proposals to require
                          golden   parachutes   or   executive   severance
                          agreements  to  be  submitted  for   shareholder
                          ratification,   unless  the  proposal   requires
                          shareholder  approval  prior  to  entering  into
                          employment contracts.  Although the terms of the
                          proposal  define "future  severance  agreements"
                          as including  employment  agreements  containing
                          severance  provisions,   ratification  prior  to
                          entering an  employment  contract  would only be
                          necessary   where   that   severance   provision
                          exceeded  the 2.99 times salary plus bonus test.
                          Further,  the  proposal  allows for  shareholder
                          approval to be sought after the  material  terms
                          of the agreement are agreed upon. Therefore,  we
                          believe the proposal warrants support.


04/06/04 - A     Cummins , Inc. *CMI*             231021106                          02/16/04               150
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert J. Darnall
                       --- For
                 1.2   Elect Director John M. Deutch ---
                       Withhold
                 1.3   Elect Director Alexis M. Herman ---
                       For
                 1.4   Elect Director William I. Miller
                       --- For
                 1.5   Elect Director William D.
                       Ruckelshaus --- For
                 1.6   Elect Director Theodore M. Solso
                       --- For
                 1.7   Elect Director J. Lawrence Wilson
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     CVS Corporation *CVS*            126650100                          03/15/04             1,010
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director W. Don Cornwell ---
                       For
                 1.2   Elect Director Thomas P. Gerrity
                       --- For
                 1.3   Elect Director Stanley P. Goldstein
                       --- For
                 1.4   Elect Director Marian L. Heard ---
                       For
                 1.5   Elect Director William H. Joyce ---
                       For
                 1.6   Elect Director Terry R. Lautenbach
                       --- For
                 1.7   Elect Director Terrence Murray ---
                       For
                 1.8   Elect Director Sheli Z. Rosenberg
                       --- For
                 1.9   Elect Director Thomas M. Ryan ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          While  we do like  some of the  elements  of the
                          proposal,  such as the  annual  bonus  based  on
                          well-defined    quantitative   and   qualitative
                          performance  measures,  granting  of  restricted
                          stock  based  on   achievement   of  justifiable
                          performance   criteria,   we  believe   that  an
                          independent  Compensation  Committee 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.  We believe this proposal is
                          too  restrictive,   as  it  would  limit  equity
                          awards to  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.


04/19/04 - A     Dana Corp. *DCN*                 235811106                          03/01/04               304
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Delphi Corp. *DPH*               247126105                          03/08/04             1,415
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Oscar de Paula
                       Bernardes Neto --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from  independent  outsiders John
                          D.  Opie,  Dr.  Bernd  Gottschalk,  and Oscar de
                          Paula  Bernardes  Neto for failure to  implement
                          the poison pill proposal.
                 1.2   Elect Director Dr. Bernd Gottschalk
                       --- Withhold
                 1.3   Elect Director John D. Opie ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be redeemed  and any new pill be put to a
                          shareholder vote. Furthermore,  this shareholder
                          proposal  has  been  put  forth  to vote for the
                          fourth  time.  We continue to believe  that this
                          shareholder proposal warrants support.
                 6     Declassify the Board of Directors     Against    Against                ShrHoldr
                 7     Amend Workplace Code of Conduct       Against    Abstain                ShrHoldr


05/04/04 - A     Deluxe Corp. *DLX*               248019101                          03/08/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Ronald E. Eilers ---
                       For
                 1.2   Elect Director Charles A. Haggerty
                       --- For
                 1.3   Elect Director William A. Hawkins,
                       III --- For
                 1.4   Elect Director Cheryl M. McKissack
                       --- For
                 1.5   Elect Director Lawrence J. Mosner
                       --- For
                 1.6   Elect Director Stephen P.
                       Nachtsheim --- For
                 1.7   Elect Director Mary Ann O'Dwyer ---
                       For
                 1.8   Elect Director Martyn R. Redgrave
                       --- For
                 1.9   Elect Director Robert C. Salipante
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should    utilize    justifiable     performance
                          criteria,  the proposed caps on restricted stock
                          grants,  severance  payments,  salary and bonus,
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.


06/08/04 - A     Devon Energy Corp. *DVN*         25179M103                          04/09/04               556
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Thomas F. Ferguson
                       --- For
                 1.2   Elect Director Peter J. Fluor ---
                       For
                 1.3   Elect Director David M. Gavin ---
                       For
                 1.4   Elect Director Michael E. Gellert
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Require a Majority Vote for the       Against    Against                ShrHoldr
                       Election of Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election   of   directors   of   publicly-traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


05/25/04 - A     Dollar General Corp. *DG*        256669102                          03/22/04               871
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Dominion Resources, Inc. *D*     25746U109                          02/27/04               829
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Susan B. Allen ---
                       For
                 1.2   Elect Director Peter W. Brown ---
                       For
                 1.3   Elect Director Ronald J. Calise ---
                       For
                 1.4   Elect Director Thos. E. Capps ---
                       For
                 1.5   Elect Director George A. Davidson,
                       Jr. --- For
                 1.6   Elect Director John W. Harris ---
                       For
                 1.7   Elect Director Robert S. Jepson,
                       Jr. --- For
                 1.8   Elect Director Benjamin J. Lambert,
                       III --- For
                 1.9   Elect Director Richard L.
                       Leatherwood --- For
                 1.10  Elect Director Margaret A. McKenna
                       --- For
                 1.11  Elect Director Kenneth A. Randall
                       --- For
                 1.12  Elect Director Frank S. Royal ---
                       For
                 1.13  Elect Director S. Dallas Simmons
                       --- For
                 1.14  Elect Director Robert H. Spilman
                       --- For
                 1.15  Elect Director David A. Wollard ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Executive Compensation to      Against    Against                ShrHoldr
                       Vote
                          We   believe   that  such   proposal   will  put
                          unnecessary  restrictions  on  grants  of awards
                          since any plan  allowing  for grant of incentive
                          stock   options   requires   prior   shareholder
                          approval.    This   item   does   not    warrant
                          shareholder approval.


04/20/04 - A     Dover Corp. *DOV*                260003108                          02/27/04               454
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David H. Benson ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Gary L. Roubos.  We recommend  that
                          shareholders  WITHHOLD votes from Gary L. Roubos
                          for  standing as an  affiliated  outsider on the
                          Audit  Committee and Gary L. Roubos for standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.2   Elect Director Jean-Pierre M. Ergas
                       --- For
                 1.3   Elect Director Kristiane C. Graham
                       --- For
                 1.4   Elect Director Ronald L. Hoffman
                       --- For
                 1.5   Elect Director James L. Koley ---
                       For
                 1.6   Elect Director Richard K. Lochridge
                       --- For
                 1.7   Elect Director Thomas L. Reece ---
                       For
                 1.8   Elect Director Bernard G. Rethore
                       --- For
                 1.9   Elect Director Gary L. Roubos ---
                       Withhold
                 1.10  Elect Director Michael B. Stubbs
                       --- For
                 2     Approve Omnibus Stock Plan            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.


04/21/04 - A     Dow Jones & Co., Inc. *DJ*       260561105                          02/27/04               400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Irvine O. Hockaday,
                       Jr. --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsider  Dieter von
                          Holtzbrinck and  independent  outsider Vernon E.
                          Jordan,  Jr..  We  recommend  that  shareholders
                          WITHHOLD votes from Dieter von  Holtzbrinck  and
                          from Vernon E. Jordan, Jr. for poor attendance.
                 1.2   Elect Director Vernon E. Jordan,
                       Jr. --- Withhold
                 1.3   Elect Director Lewis B. Campbell
                       --- For
                 1.4   Elect Director Dieter von
                       Holtzbrinck --- Withhold
                 1.5   Elect Director Elizabeth Steele ---
                       For
                 2     Ratify Auditors                       For        Against                Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/13/04 - A     Duke Energy Corp. *DUK*          264399106                          03/15/04             2,324
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Paul M. Anderson ---
                       For
                 1.2   Elect Director Ann M. Gray --- For
                 1.3   Elect Director Michael E.J. Phelps
                       --- Withhold
                 1.4   Elect Director James T. Rhodes ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr


05/27/04 - A     E*Trade Group, Inc. *ET*         269246104                          04/05/04             1,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     E.I. Du Pont De Nemours & Co.    263534109                          03/09/04             2,629
                 *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
                 4     Adopt and Report on a Code of         Against    Abstain                ShrHoldr
                       Corporate Conduct
                 5     Limit Executive Compensation          Against    For                    ShrHoldr
                          Due to  escalating  executive  pay and the  fact
                          that the report  requested  will shed some light
                          on company's  pay  practices  and  policies,  we
                          believe that this proposal warrants  shareholder
                          approval.


05/06/04 - A     Eastman Chemical Co. *EMN*       277432100                          03/15/04               401
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Renee J. Hornbaker
                       --- For
                 1.2   Elect Director Thomas H. McLain ---
                       For
                 1.3   Elect Director Peter M. Wood --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  note   that   the   company   has   negative
                          three-year   total   shareholder   return,   but
                          positive  one year  TSR,  and the  total  direct
                          compensation  to the company's CEO has decreased
                          by 53.21  percent  from  fiscal  2002 to  fiscal
                          2003.  We further note that the company has been
                          proactive   in  its   effort  to  link  pay  and
                          performance  among its top  executives  and that
                          executive   compensation   is   analyzed  by  an
                          independent  Compensation Committee.          We
                          believe   that   an   independent   Compensation
                          Committee   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,  we believe this proposal
                          is too  restrictive,  as it would  limit  equity
                          awards  to  time-based   restricted  shares.  As
                          such,  this  item does not  warrant  shareholder
                          approval.


04/28/04 - A     Eaton Corp. *ETN*                278058102                          03/01/04               504
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/24/04 - A     eBay Inc. *EBAY*                 278642103                          04/26/04             1,716
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Philippe Bourguignon
                       --- For
                 1.2   Elect Director Thomas J. Tierney
                       --- For
                 1.3   Elect Director Margaret C. Whitman
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of 890,000,000 shares is
                          below the allowable  threshold of  1,395,000,000
                          shares.  However,  the  company  stated  that it
                          could use the additional  shares of common stock
                          to oppose a hostile  takeover  attempt  or delay
                          or prevent  changes  in  control or  management.
                          For  instance,   without   further   shareholder
                          approval,  the  company  could  adopt a  "poison
                          pill" that would,  under  certain  circumstances
                          related  to an  acquisition  of shares  that the
                          company did not approve,  give  certain  holders
                          the  right  to  acquire   additional  shares  of
                          common stock at a low price.  The company  could
                          strategically  sell shares of common  stock in a
                          private  transaction  to  purchasers  who  would
                          oppose a takeover  or favor the  current  board.
                                  Since  the additional shares may be used
                          for   management   entrenchment   purposes,   we
                          recommend voting AGAINST this proposal.
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Expense Stock Options                 Against    For                    ShrHoldr
                          We  support  the  general  principle  motivating
                          this  non-binding   proposal.  In  the  wake  of
                          financial   reporting   problems  and  excessive
                          executive  compensation  at companies like Enron
                          Corp.,  Worldcom  Inc.,  and Tyco  International
                          Ltd.,   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.   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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.


05/07/04 - A     Ecolab, Inc. *ECL*               278865100                          03/16/04               704
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Edison International *EIX*       281020107                          03/22/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John E. Bryson ---
                       For
                 1.2   Elect Director France A. Cordova
                       --- For
                 1.3   Elect Director Bradford M. Freeman
                       --- For
                 1.4   Elect Director Bruce Karatz --- For
                 1.5   Elect Director Luis G. Nogales ---
                       For
                 1.6   Elect Director Ronald L. Olson ---
                       For
                 1.7   Elect Director James M. Rosser ---
                       For
                 1.8   Elect Director Richard T.
                       Schlosberg, III --- For
                 1.9   Elect Director Robert H. Smith ---
                       For
                 1.10  Elect Director Thomas C. Sutton ---
                       For
                 2     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, we note that the company's  rights
                          plan was not approved by shareholders.  While we
                          acknowledge  that  the  company  has  adopted  a
                          policy to seek shareholder  approval if the pill
                          were to be  triggered,  the company  established
                          the plan without  shareholder  input, and cannot
                          accelerate its expiration.  After  expiration of
                          the current pill in 2006,  the company will seek
                          shareholder  approval  before  adopting  any new
                          pill,  or  at  least  seek  approval   within  a
                          limited  one-year  period after  implementation.
                          These    protections   are   positive   changes;
                          however,  the company has said nothing regarding
                          additional  shareholder  approval for amendments
                          or  changes  to  the  plan.  In  support  of the
                          principle  that  shareholders  should have input
                          in   decisions   regarding   the   adoption   or
                          implementation  of shareholder  rights plans, we
                          recommend shareholders support this request.


05/25/04 - A     Electronic Data Systems Corp.    285661104                          03/29/04             1,212
                 *EDS*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Roger A. Enrico ---
                       For
                 1.2   Elect Director Ellen M. Hancock ---
                       For
                 1.3   Elect Director C. Robert Kidder ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder  vote or redeemed
                          and that  any new  pill be put to a  shareholder
                          vote.
                 5     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          We support any  reduction of a company's  voting
                          requirements.


04/19/04 - A     Eli Lilly and Co. *LLY*          532457108                          02/13/04             2,883
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     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.   We  believe  that  the   Compensation
                          Committee   should  have  the   flexibility   to
                          determine an  executive's  pay based on a number
                          of factors,  rather then have an  arbitrary  cap
                          to determine  executive  compensation.  Although
                          we agree with the proponent  that the restricted
                          share   program   should   utilize   justifiable
                          performance     criteria     and     challenging
                          performance  benchmarks,  the  proposed  caps on
                          restricted  stock  grants,  severance  payments,
                          salary and bonus,  would be unduly  restrictive.
                          Thus, we do not support this proposal.
                 5     Report on Drug Pricing                Against    Against                ShrHoldr


05/05/04 - A     EMC Corp. *EMC*                  268648102                          03/08/04             6,315
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


05/06/04 - A     Engelhard Corp. *EC*             292845104                          03/15/04               352
                 1     Elect Directors                       For        For                    Mgmt


05/14/04 - A     Entergy Corp. *ETR*              29364G103                          03/17/04               706
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Maureen Scannell
                       Bateman --- For
                 1.2   Elect Director W. Frank Blount ---
                       For
                 1.3   Elect Director Simon D. deBree ---
                       For
                 1.4   Elect Director Claiborne P. Deming
                       --- For
                 1.5   Elect Director Alexis M. Herman ---
                       For
                 1.6   Elect Director Donald C. Hintz ---
                       For
                 1.7   Elect Director J. Wayne Leonard ---
                       For
                 1.8   Elect Director Robert v.d. Luft ---
                       For
                 1.9   Elect Director Kathleen A. Murphy
                       --- For
                 1.10  Elect Director Paul W. Murrill ---
                       For
                 1.11  Elect Director James R. Nichols ---
                       For
                 1.12  Elect Director William A. Percy, II
                       --- For
                 1.13  Elect Director Dennis H. Reilley
                       --- For
                 1.14  Elect Director Wm. Clifford Smith
                       --- For
                 1.15  Elect Director Bismark A.
                       Steinhagen --- For
                 1.16  Elect Director Steven V. Wilkinson
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    Against                ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.
                          However,  the  company  appears to have a policy
                          in place that is  consistent  with the proposal.
                          Therefore,  we believe this proposal is moot and
                          does not warrant shareholder support.
                 4     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options,   SARs  and  severance  packages
                          would  effectively  limit the company's  ability
                          to  retain  and  attract  qualified  management.
                          This proposal is too  restrictive,  and does not
                          warrant shareholder approval.


04/28/04 - A     Equifax Inc. *EFX*               294429105                          02/18/04               503
                 1     Elect Directors                       For        For                    Mgmt


05/19/04 - A     Equity Office Properties Trust   294741103                          03/12/04             1,012
                 *EOP*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/28/04 - A     Equity Residential *EQR*         29476L107                          03/29/04               858
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles/Bylaws/Charter to      For        For                    Mgmt
                       Remove Antitakeover Provision(s)
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Exelon Corp. *EXC*               30161N101                          03/01/04               782
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/26/04 - A     Exxon Mobil Corp. *XOM*          30231G102                          04/05/04            17,505
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael J. Boskin
                       --- For
                 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
                 4     Affirm Political Nonpartisanship      Against    Against                ShrHoldr
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Equatorial Guinea           Against    Against                ShrHoldr
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Amend EEO Statement to Include        Against    Abstain                ShrHoldr
                       Reference to 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.


05/25/04 - A     Fannie Mae *FNM*                 313586109                          04/06/04             2,528
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/21/04 - A     Federated Department Stores,     31410H101                          04/02/04               503
                 Inc. *FD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr


05/19/04 - A     First Data Corp. *FDC*           319963104                          03/22/04             2,365
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     First Horizon National Corp      337162101                          02/27/04               100
                 *FHN*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert C. Blattberg
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Luke  Yancy
                          III. We  recommend  that  shareholders  WITHHOLD
                          votes  from Luke  Yancy III for  standing  as an
                          affiliated outsider on the Audit Committee.
                 1.2   Elect Director J. Kenneth Glass ---
                       For
                 1.3   Elect Director Michael D. Rose ---
                       For
                 1.4   Elect Director Luke Yancy III ---
                       Withhold
                 1.5   Elect Director Mary F. Sammons ---
                       For
                 2     Change Company Name                   For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     FirstEnergy Corporation *FE*     337932107                          03/23/04               858
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Paul T. Addison ---
                       For
                 1.2   Elect Director Ernest J. Novak, Jr.
                       --- For
                 1.3   Elect Director John M. Pietruski
                       --- For
                 1.4   Elect Director Catherine A. Rein
                       --- For
                 1.5   Elect Director Robert C. Savage ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Reduce Supermajority Vote             For        For                    Mgmt
                       Requirement
                 5     Approve Deferred Compensation Plan    For        For                    Mgmt
                 6     Approve Deferred Compensation Plan    For        For                    Mgmt
                 7     Expense Stock Options                 Against    For                    ShrHoldr
                          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 other forms of  compensation
                          to better  reflect the  company's  true earnings
                          and  provide   additional   discipline   against
                          overuse.
                 8     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder  vote or redeemed
                          and that  any new  pill be put to a  shareholder
                          vote.  Even if the  company's  current pill ends
                          up being  redeemed  as  planned,  this  proposal
                          deserves   shareholder  support  because  of  it
                          calls on the board to submit  future  pills to a
                          shareholder vote as well.
                 9     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 10    Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes and severance plans.


04/06/04 - A     Fiserv, Inc. *FISV*              337738108                          02/13/04               480
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/13/04 - A     Ford Motor Company *F*           345370860                          03/17/04               200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John R. H. Bond ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsiders  John R. H.
                          Bond and  Robert E.  Rubin.  We  recommend  that
                          shareholders  WITHHOLD  votes  from  John  R. H.
                          Bond  and  Robert  E.  Rubin  for   standing  as
                          affiliated  outsiders  on the  Compensation  and
                          Nominating committees.
                 1.2   Elect Director Stephen G. Butler
                       --- For
                 1.3   Elect Director Kimberly A. Casiano
                       --- For
                 1.4   Elect Director Edsel B. Ford II ---
                       For
                 1.5   Elect Director William Clay Ford
                       --- For
                 1.6   Elect Director William Clay Ford,
                       Jr. --- For
                 1.7   Elect Director Irvine O. Hockaday,
                       Jr. --- For
                 1.8   Elect Director Marie-Josee Kravis
                       --- For
                 1.9   Elect Director Richard A. Manoogian
                       --- For
                 1.10  Elect Director Ellen R. Marram ---
                       For
                 1.11  Elect Director Homer A. Neal --- For
                 1.12  Elect Director Jorma Ollila --- For
                 1.13  Elect Director Carl E. Reichardt
                       --- For
                 1.14  Elect Director Robert E. Rubin ---
                       Withhold
                 1.15  Elect Director Nicholas V. Scheele
                       --- For
                 1.16  Elect Director John L. Thornton ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Disclosure of Executive      Against    For                    ShrHoldr
                       Compensation
                          We believe that  approval of this  proposal will
                          provide greater  transparency  for  shareholders
                          on the company's executive compensation issues.
                 4     Establish Other Board Committee       Against    For                    ShrHoldr
                          Although  we have  reservations  about  the fact
                          that the  proposal  neither  sets a limit on the
                          proposed  committee's  duration  nor  stipulates
                          the  committee's  specific  plan of  action,  we
                          agree with the proponent's  basic position.  The
                          Ford family has three seats on the board,  which
                          is  disproportionate  to its  equity  stake.  We
                          believe  that  the  Ford  family's   substantial
                          voting  control  of the  company  is  sufficient
                          enough to point out the need for an  independent
                          committee  to  evaluate  conflicts  of  interest
                          between   family   shareholders   and  nonfamily
                          shareholders.  Ford's  board  formed a committee
                          in   December   2002  to   review   Mr.   Ford's
                          acquisition  of shares in Goldman  Sachs  Group,
                          Inc.'s  1999 IPO.  The  committee,  composed  of
                          directors  Ellen R. Marram,  Irvine O.  Hockaday
                          Jr.,  Homer A. Neal,  Richard A.  Manoogian  and
                          Marie-Josee  Kravis, all independent  directors,
                          was  mandated  to review the stock  purchase  in
                          response   to   a   shareholder    demand.   The
                          shareholder,  Roger Berger,  requested  that Mr.
                          Ford  sell  the  Goldman  Sachs  shares  to  the
                          company at the original  price because Ford is a
                          longstanding  client of  Goldman's,  and not Mr.
                          Ford  himself.   The   committee   rejected  the
                          shareholder  demand  and  subsequently  the full
                          board  accepted the  committee's  recommendation
                          in February  2003.  In February,  Ford Motor Co.
                          chairman   and  CEO   William   Clay   Ford  Jr.
                          announced  he  would  sell  400,000   shares  of
                          Goldman  Sachs  Group  Inc.  and  that he  would
                          donate  profits  then  estimated at $4.7 million
                          to  charity.   The  committee   established   in
                          December  2002  only  reviewed  the  shareholder
                          demand  regarding  the  proceeds  from  the  IPO
                          allocation,   and   did   not   evaluate   other
                          potential  conflicts of interest  between family
                          shareholders  and non-family  shareholders.  Due
                          to Ford family's  substantial  voting control of
                          the  company,  potential  conflict of  interests
                          may   arise  in  the   future.   The   committee
                          suggested  by  the  proponent  may  serve  as  a
                          mechanism  to ensure  that  common  shareholders
                          are  treated   fairly   vis-a-vis   Ford  family
                          shareholders,   should   such  a   conflict   of
                          interest  arise.  In light of our concerns  with
                          the  IPO  allocation  and  the  recapitalization
                          plan, we support this nonbinding proposal.
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We believe that top five compensation  should be
                          linked  to  the  company's  performance.  If the
                          company   has  met  or   exceeded   the   target
                          performance   level,    executives   should   be
                          remunerated  for  their  efforts.   Although  we
                          agree with the principle of  pay-for-performance
                          in setting  executive  pay, we believe  that the
                          cessation  of all  rights,  options,  SARs,  and
                          possible   severance   payments   to  top   five
                          management:   (1)  does  not  resolve  potential
                          disconnects  between pay and performance and (2)
                          would be unduly  restrictive with respect to the
                          company's compensation  strategies.  As such, we
                          recommend a vote AGAINST.
                 6     Amend By Laws Relating to Board       Against    Against                ShrHoldr
                       Independence
                          An  independent  board is one way to assure that
                          shareholder   interests   will   be   adequately
                          represented  by a board that is  independent  of
                          management  and that  does not have an  interest
                          in the company that  differs from the  interests
                          of   other   shareholders.   According   to  our
                          director   classifications,   nine   of  the  16
                          directors  are  independent.  Although  we would
                          prefer  a  two-thirds   independent   board,  we
                          believe  that  the  proponent's   request  would
                          limit the  flexibility  of the  company  without
                          ensuring   the   maintenance   of   a   majority
                          independent  board.  We note that,  according to
                          our  director  classifications,  there  are four
                          affiliated  outside  directors on the board.  We
                          believe  that the  proposed  amendment is not in
                          shareholders'  best  interest  as it:  (1) would
                          not ensure board  independence by not addressing
                          the presence of affiliated  outside directors on
                          the  board and (2)  would  limit  the  company's
                          flexibility  with  regard to board  composition.
                          As such, we recommend a vote AGAINST.
                 7     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


04/27/04 - A     Fortune Brands, Inc. *FO*        349631101                          02/27/04               454
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Anne M. Tatlock ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from independent  outsiders Peter
                          M.  Wilson  and  Anne  M.  Tatlock  and  insider
                          Norman H.  Wesley for failure to  implement  the
                          proposal  to submit  the  company's  shareholder
                          rights plan to a shareholder vote.
                 1.2   Elect Director Norman H. Wesley ---
                       Withhold
                 1.3   Elect Director Peter M. Wilson ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Although the  company's  rights plan  contains a
                          TIDE  provision,  the pill was not  approved  by
                          shareholders   nor  does  it  embody  the  above
                          features that we recommend.  We therefore  agree
                          with the proponent  that the current pill should
                          be put to a  shareholder  vote or redeemed,  and
                          that  any  future  pill be put to a  shareholder
                          vote.


05/21/04 - A     FPL Group, Inc. *FPL*            302571104                          03/16/04               553
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 5     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 6     Increase Authorized Common Stock      For        For                    Mgmt


05/06/04 - A     Freeport-McMoRan Copper & Gold   35671D857                          03/12/04               503
                 Inc. *FCX*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert J. Allison,
                       Jr. --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of R. Leigh  Clifford.  We  recommend
                          that  shareholders  WITHHOLD votes from R. Leigh
                          Clifford for poor attendance.
                 1.2   Elect Director R. Leigh Clifford
                       --- Withhold
                 1.3   Elect Director James R. Moffett ---
                       For
                 1.4   Elect Director B. M. Rankin, Jr.
                       --- For
                 1.5   Elect Director J. Taylor Wharton
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Halt Payments to Indonesian Military  Against    Against                ShrHoldr


05/04/04 - A     Gannett Co., Inc. *GCI*          364730101                          03/05/04               704
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James A. Johnson ---
                       For
                 1.2   Elect Director Douglas H.
                       McCorkindale --- For
                 1.3   Elect Director Stephen P. Munn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should    utilize    justifiable     performance
                          criteria,  the proposed caps on restricted stock
                          grants,  severance  payments,  salary and bonus,
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.


05/20/04 - A     Gateway Inc *GTW*                367626108                          03/25/04             1,057
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Douglas L. Lacey ---
                       For
                          We recommend that  shareholders vote FOR Douglas
                          L. Lacey,  but WITHHOLD votes from insider Wayne
                          R.  Inouye.   We  recommend  that   shareholders
                          WITHHOLD  votes from Wayne R. Inouye for failure
                          to establish a majority independent board.
                 1.2   Elect Director Wayne R. Inouye ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          When   reviewing   requests  for   proposals  on
                          political  contributions,  we take 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 Gateway,  we note
                          that the  company  appears to comply  with state
                          and  local  laws  regarding   contributions   to
                          political     candidates    or    organizations.
                          Furthermore,  the  contributions  are made  with
                          voluntary   donations  through  a  PAC  and  not
                          directly from the company,  and  information  on
                          these PAC  contributions  is  available  through
                          certain public sources.  Therefore, 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.
                 4     Require a Majority Vote for the       Against    Against                ShrHoldr
                       Election of 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  a  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,  floor  nominations  are
                          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 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,  each of  which
                          demonstrates shareholder  dissatisfaction with a
                          company's   proxy  process:   (i)  one  or  more
                          directors  at a company  must  receive  withhold
                          votes  totaling  35 percent or more of the votes
                          cast, or (ii) a shareholder  proposal asking for
                          open  access,  which is submitted by the holders
                          of at  least  one  percent  of the  shares  (and
                          owned for at least one year),  must be  approved
                          by a  majority  of  the  votes  cast.  If one of
                          these  two  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  company's  shares
                          (and   owned  for  at  least  two   years).   In
                          addition,  the  number of  shareholder  nominees
                          permitted  would be  dictated by the size of the
                          board as  follows:  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.  We  support  the  general  principle
                          that  shareholders   should  have  a  choice  in
                          director  elections and input in the  nomination
                          process  greater than they currently enjoy under
                          the plurality  system. We believe that requiring
                          directors  to receive a  majority  of votes cast
                          in an uncontested  election has some merit as it
                          promotes the  accountability  of  directors  and
                          makes a shareholder  vote on director  elections
                          a more powerful signal.  However,  this proposal
                          would  require  directors  to receive a majority
                          of  outstanding  votes.  Requiring  nominees  to
                          obtain the  majority of  outstanding  votes is a
                          much  more  difficult  hurdle,  one which we are
                          not at this  time  ready  to  endorse.  The main
                          concern in  implementing  a  majority  threshold
                          requirement  is that an annual board could be in
                          effect   "decapitated"   by  failure  to  obtain
                          majority  shareholder  support.  In the  case of
                          Gateway,  which  has  a  classified  board,  the
                          concerns  regarding  a  "decapitated"  board are
                          mitigated.   With  staggered   boards,   only  a
                          minority   portion   of  the  board  is  up  for
                          election  each  year,  and  therefore  only such
                          minority  portion may be  adversely  affected by
                          the  failure of that  year's  nominees to obtain
                          majority  shareholder  support.  Irrespective of
                          the  structure  of  the  company's  board,  this
                          proposal  fails to  address  the  implementation
                          mechanism  in the event that  directors  fail to
                          garner the  required  majority  vote.  In such a
                          case,  actual removal of affected  directors may
                          not be feasible or  desirable,  and  alternative
                          measures    may   be   available   to   indicate
                          displeasure  with  the  board  (e.g.,  increased
                          disclosure  requirements for "unratified"  board
                          members).  Given that: (i) the plurality  voting
                          threshold  is the  currently  accepted  standard
                          for  the   election  of  directors  of  publicly
                          traded  companies,  (ii)  approval  of this item
                          could   disrupt   board   operations   and   the
                          company's  financial  performance  in the  event
                          some  or  all of the  director  nominees  do not
                          receive   majority   support   and  do  not  get
                          elected,  (iii) 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 (iv) 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 at this
                          point in time  believe  the  proposed  amendment
                          warrants shareholder support.
                 5     Board Diversity                       Against    Abstain                ShrHoldr


05/05/04 - A     General Dynamics Corp. *GD*      369550108                          03/12/04               454
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    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.
                 4     Report on Foreign Military Sales      Against    Against                ShrHoldr


04/28/04 - A     General Electric Co. *GE*        369604103                          03/01/04            25,850
                 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
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 5     Eliminate Animal Testing              Against    Against                ShrHoldr
                 6     Report on Nuclear Fuel Storage Risks  Against    Against                ShrHoldr
                 7     Report on PCB Clean-up                Against    Against                ShrHoldr
                 8     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr
                 9     Prepare Sustainability Report         Against    Against                ShrHoldr
                 10    Limit Composition of Management       Against    Against                ShrHoldr
                       Development and Compensation
                       Committee to Independent Directors
                 11    Report on Pay Disparity               Against    Abstain                ShrHoldr
                 12    Limit Awards to Executives            Against    Against                ShrHoldr
                 13    Limit Board Service for Other         Against    For                    ShrHoldr
                       Companies
                          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
                 15    Hire Advisor/Maximize Shareholder     Against    Against                ShrHoldr
                       Value
                 16    Adopt a Retention Ratio for           Against    Against                ShrHoldr
                       Executives and Directors
                 17    Require 70% to 80% Independent Board  Against    Against                ShrHoldr
                 18    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


06/02/04 - A     General Motors Corp. *GM*        370442105                          04/05/04             1,465
                 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
                          We support the use of performance-based  pay and
                          believes there should be strong linkage  between
                          compensation   and  performance  at  the  senior
                          executive  level.   However,   we  believe  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.
                 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    For                    ShrHoldr
                       Independent Directors
                          Since  approval  of this  proposal  will  ensure
                          independence   on  key  board   committees,   we
                          support this request.
                 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
                          We   generally   support   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,   we   believe   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.


04/19/04 - A     Genuine Parts Co. *GPC*          372460105                          02/12/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                       Shareholder Proposals
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          The  company's  current  pill --  which  was not
                          approved by  shareholders  -- is an  improvement
                          over  the  company's  prior  pill  in that it no
                          longer  contains  a  continuing   director,   or
                          "dead-hand"  provision.  The  current  pill does
                          have our recommended  minimum 20 percent flip-in
                          trigger  threshold,  but  it  does  not  contain
                          either a  sunset  provision  or any  shareholder
                          redemption  provisions.  We therefore agree with
                          the  proponent  that the  company's  poison pill
                          should be subject to a shareholder vote.
                 5     Company-Specific -- Shareholder       Against    Against                ShrHoldr
                       Miscellaneous
                          We generally  recommend that  shareholders  vote
                          against  shareholder  proposals  seeking  to set
                          absolute  levels on  compensation  or  otherwise
                          are  restrictive  in limiting the amount or form
                          of compensation.


05/27/04 - A     Genzyme Corp. *GENZ*             372917104                          03/31/04               506
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Douglas A.
                       Berthiaume --- For
                 1.2   Elect Director Henry E. Blair ---
                       For
                 1.3   Elect Director Gail K. Boudreaux
                       --- For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Increase Authorized Preferred Stock   For        Against                Mgmt
                          In  this  case,   management  has   specifically
                          stated   that  the   shares   will  be  used  in
                          connection  with the poison  pill.  We recommend
                          shareholders   vote   AGAINST   proposals   that
                          increase   authorized   common   stock  for  the
                          explicit  purpose of implementing a rights plan,
                          especially  if the plan has not been approved by
                          shareholders  and  includes  a  trigger  of less
                          than 20 percent.
                 6     Ratify Auditors                       For        For                    Mgmt
                 7     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  Compensation
                          Committee   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,  we believe this proposal
                          is too  restrictive,  as it would  limit  equity
                          awards  to  time-based   restricted  shares.  As
                          such,  this  item does not  warrant  shareholder
                          approval.


05/04/04 - A     Georgia-Pacific Corp. *GP*       373298108                          03/10/04               608
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Barbara L. Bowles
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  James  B.  Williams,   David  R.
                          Goode,  Donald V. Fites,  and Barbara L. Bowles.
                          We recommend  that  shareholders  WITHHOLD votes
                          from James B. Williams,  David R. Goode,  Donald
                          V.  Fites,  and Barbara L. Bowles for failing to
                          remove  a  dead-hand,   slow-hand,   or  similar
                          feature in the company's poison pill.
                 1.2   Elect Director Donald V. Fites ---
                       Withhold
                 1.3   Elect Director David R. Goode ---
                       Withhold
                 1.4   Elect Director Karen N. Horn --- For
                 1.5   Elect Director William R. Johnson
                       --- For
                 1.6   Elect Director James B. Williams
                       --- Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Golden West Financial Corp.      381317106                          03/01/04               100
                 *GDW*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        Against                Mgmt
                          The requested  increase of  400,000,000  shares,
                          is above the allowable  threshold of 340,000,000
                          shares.
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Goodrich Corporation *GR*        382388106                          03/08/04               401
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Great Lakes Chemical Corp.       390568103                          03/08/04               100
                 *GLK*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James W. Crownover
                       --- For
                 1.2   Elect Director Louis E. Lataif ---
                       For
                 1.3   Elect Director Mack G. Nichols ---
                       For
                 2     Seek Sale of Company/Assets           Against    Against                ShrHoldr
                          In our opinion,  there is no compelling evidence
                          that  the  drastic  measure   described  by  the
                          proponent is in shareholders' best interests.


05/18/04 - A     Guidant Corp. *GDT*              401698105                          03/11/04               806
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Maurice A. Cox, Jr.
                       --- For
                 1.2   Elect Director Nancy-Ann Min
                       DeParle --- For
                 1.3   Elect Director Ronald W. Dollens
                       --- For
                 1.4   Elect Director Enrique C. Falla ---
                       For
                 1.5   Elect Director Kristina M. Johnson,
                       Ph.D. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


05/19/04 - A     Halliburton Co. *HAL*            406216101                          03/22/04             1,162
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Review/Report on Operations in Iran   Against    Against                ShrHoldr
                 4     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          The main  concern  in  implementing  a  majority
                          threshold  requirement  is that an annual  board
                          could in  effect be  "decapitated"  by a failure
                          to   obtain   majority    shareholder   support.
                          Therefore,  given that: (i) the plurality voting
                          threshold  is the  currently  accepted  standard
                          for    the     election    of    directors    of
                          publicly-traded   companies,  (ii)  approval  of
                          this item could  disrupt  board  operations  and
                          the  company's  financial   performance  in  the
                          event some or all of the  director  nominees  do
                          not  receive  majority  support  and do not  get
                          elected,  (iii) requiring a majority vote of the
                          outstanding  shares could in effect  provide for
                          a  supermajority  of  votes  cast,  which  would
                          adversely affect shareholders'  ability to elect
                          directors in a contested election,  and (iv) 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 at this
                          point in time  believe  the  proposed  amendment
                          warrants shareholder support.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/24/04 - A     Harley-Davidson, Inc. *HDI*      412822108                          03/10/04               708
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Harrah's Entertainment, Inc.     413619107                          03/01/04               402
                 *HET*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/20/04 - A     Hasbro, Inc. *HAS*               418056107                          03/31/04               604
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Implement and Monitor Code of         Against    Against                ShrHoldr
                       Corporate Conduct - ILO Standards


05/27/04 - A     HCA, Inc. *HCA*                  404119109                          04/01/04             1,263
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Management Stock Purchase Plan  For        For                    Mgmt


05/12/04 - A     Hercules Inc. *HPC*              427056106                          03/22/04               452
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles to Elect Directors     For        For                    Mgmt
                       by Plurality Vote
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Articles to Provide             For        For                    Mgmt
                       Shareholders with Right to Act by
                       Written Consent and Call Special
                       Meetings


04/28/04 - A     Hershey Foods Corp. *HSY*        427866108                          03/01/04               402
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Hilton Hotels Corp. *HLT*        432848109                          03/29/04               961
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director A. Steven Crown ---
                       For
                 1.2   Elect Director David Michels --- For
                 1.3   Elect Director John H. Myers --- For
                 1.4   Elect Director Donna F. Tuttle ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Incentive Bonus Plan          For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Currently,  according  to our  definitions,  the
                          board consists of two insiders,  four affiliated
                          outsiders,   and  seven  independent  outsiders.
                          Thus,   insiders   and   affiliated    outsiders
                          constitute  46  percent of the board  seats.  We
                          believe  that  a  board  should   consist  of  a
                          substantial  majority of independent  outsiders.
                          In summary,  in evaluating  proposals  requiring
                          that a  substantial  majority  of the  board  be
                          composed of independent directors,  shareholders
                          should closely  examine the current  composition
                          of the  board,  the  proponent's  definition  of
                          independence,  and the board's responsiveness to
                          shareholder  concerns.  If the board composition
                          is  poor or the  board  has  not  fulfilled  its
                          fiduciary duties,  then shareholders should vote
                          in favor of a  proposal  which  would  require a
                          greater   number  of  outsiders  on  the  board.
                          However,  if the board is  already  sufficiently
                          independent  and  is  fulfilling  its  fiduciary
                          duty,    support   of   such   a   proposal   is
                          unnecessary.  Although  we do not agree with all
                          of   the    proponent's    classifications    of
                          independent  directors,  in  light  of the  fact
                          that the board is only 54  percent  independent,
                          we  believe  this  proposal  sends an  important
                          message to  management  and is in  shareholders'
                          best interests.


05/27/04 - A     Home Depot, Inc. (The) *HD*      437076102                          03/29/04             5,967
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gregory D. Brenneman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Claudio X.
                          Gonzalez.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Claudio X.  Gonzalez  for
                          sitting on more than six boards.
                 1.2   Elect Director Richard H. Brown ---
                       For
                 1.3   Elect Director John L. Clendenin
                       --- For
                 1.4   Elect Director Berry R. Cox --- For
                 1.5   Elect Director Claudio X. Gonzalez
                       --- Withhold
                 1.6   Elect Director Milledge A. Hart,
                       III --- For
                 1.7   Elect Director Bonnie G. Hill ---
                       For
                 1.8   Elect Director Kenneth G. Langone
                       --- For
                 1.9   Elect Director Robert L. Nardelli
                       --- For
                 1.10  Elect Director Roger S. Penske ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because the company  does not have a policy that
                          puts any future pill to a  shareholder  vote, we
                          recommend   that   shareholders   support   this
                          proposal.
                 5     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          Because  we  support  pay for  performance,  and
                          because the grants of  restricted  stock  (other
                          than  those  granted  under  the  LTIP)  are not
                          based  on  specific   performance   hurdles,  we
                          believe  the   proposal   warrants   shareholder
                          support.
                 6     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr
                 7     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes  and severance  plans,  and therefore
                          recommend  that  shareholders  vote  to  approve
                          this proposal.
                 8     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


04/26/04 - A     Honeywell International, Inc.    438516106                          02/27/04             2,224
                 *HON*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James J. Howard ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees  with the exception of new nominee Eric
                          K. Shinseki. We recommend  shareholders WITHHOLD
                          votes  from  Ivan  G.  Seidenberg,   Russell  E.
                          Palmer,  Bruce  Karatz,  and James J. Howard for
                          failure to  implement  the proposal to eliminate
                          the supermajority vote requirement.
                 1.2   Elect Director Bruce Karatz ---
                       Withhold
                 1.3   Elect Director Russell E. Palmer
                       --- Withhold
                 1.4   Elect Director Ivan G. Seidenberg
                       --- Withhold
                 1.5   Elect Director Eric K. Shinseki ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          As  a  matter  of  policy,   we  recommend  that
                          shareholders   vote  for  all   proposals   that
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders' best interest.
                 5     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We support 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.  This proposal also
                          allows the company to seek shareholder  approval
                          after the material  terms of the agreement  have
                          been agreed  upon.  Therefore,  we support  this
                          proposal.
                 6     Report on Pay Disparity               Against    Abstain                ShrHoldr
                 7     Provide for Cumulative Voting         Against    Against                ShrHoldr


04/22/04 - A     Humana Inc. *HUM*                444859102                          03/01/04               454
                 1     Elect Directors                       For        For                    Mgmt


05/07/04 - A     Illinois Tool Works Inc. *ITW*   452308109                          03/09/04               807
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/07/04 - A     IMS Health Inc. *RX*             449934108                          03/05/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James D. Edwards ---
                       For
                 1.2   Elect Director David M. Thomas ---
                       For
                 1.3   Elect Director William C. Van
                       Faasen --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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  other
                          companies.  Accordingly,  we  believe  that this
                          proposal warrants shareholder support.


05/19/04 - A     Intel Corp. *INTC*               458140100                          03/22/04            17,349
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Craig R. Barrett ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent   outsider  D.  James
                          Guzy. We recommend  that  shareholders  WITHHOLD
                          votes  from D.  James  Guzy for  sitting on more
                          than six boards.
                 1.2   Elect Director Charlene Barshefsky
                       --- For
                 1.3   Elect Director E. John P. Browne
                       --- For
                 1.4   Elect Director Andrew S. Grove ---
                       For
                 1.5   Elect Director D. James Guzy ---
                       Withhold
                 1.6   Elect Director Reed E. Hundt --- For
                 1.7   Elect Director Paul S. Otellini ---
                       For
                 1.8   Elect Director David S. Pottruck
                       --- For
                 1.9   Elect Director Jane E. Shaw --- For
                 1.10  Elect Director John L. Thornton ---
                       For
                 1.11  Elect Director David B. Yoffie ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 5     Limit/Prohibit Awards to Executives   Against    For                    ShrHoldr
                          The    company    currently    does    not   use
                          performance-vesting  awards in its  compensation
                          plans  for  senior   executives.   Although  the
                          proponent   in  its   supporting   statement  is
                          critical  of  fixed-price  options,  it does not
                          appear that the proposal  advocates  replacement
                          of  options  with  performance-based  restricted
                          stock.  The  proposal  requests  the the company
                          use performance-vesting  stock in development of
                          future  equity  awards  for  senior  executives.
                          Although  the  company  has   recently   adopted
                          officer   stockholding    guidelines,   a   more
                          rigorous  requirement would be 7x to 10x for the
                          CEO  and  scaled  down  for  other   executives.
                          Therefore,   we  believe   that  this   proposal
                          warrants shareholder support.
                 6     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          In this case, the company uses standard  options
                          for its  long  term  compensation.  It does  not
                          currently    award    or    plans    to    award
                          performance-based    options.    The    proposal
                          requests  for a portion of future  stock  option
                          grants   to  be   performance-based   to  senior
                          executives   and   is   therefore   not   unduly
                          restrictive.  The  company  should  be  able  to
                          identify  appropriate  performance  criteria and
                          clearly  disclose  the  associated   performance
                          goals or hurdle rates to the shareholders.  This
                          would provide  further  discipline and alignment
                          in   award   of   executive    compensation   to
                          shareholders interest.


04/27/04 - A     International Business           459200101                          02/27/04             4,348
                 Machines Corp. *IBM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Cathleen Black ---
                       For
                 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
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 6     Amend Pension and Retirement          Against    Against                ShrHoldr
                       Medical Insurance Plans
                          We   believe   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  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.          We  agree
                          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
                          We  support  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
                          We agree 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
                 11    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 12    Report on Executive Compensation      Against    For                    ShrHoldr
                          While   we   do   not   suggest   that   current
                          compensation   practices   have   the   intended
                          effects   suggested  by  the   shareholder,   we
                          nonetheless   support   this   proposal  as  the
                          additional  reporting will provide  shareholders
                          with  greater   transparency   on   compensation
                          policies.


05/11/04 - A     International Flavors &          459506101                          03/23/04               251
                 Fragrances Inc. *IFF*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Margaret Hayes Adame
                       --- For
                 1.2   Elect Director Gunter Blobel --- For
                 1.3   Elect Director J. Michael Cook ---
                       For
                 1.4   Elect Director Peter A. Georgescu
                       --- For
                 1.5   Elect Director Richard A. Goldstein
                       --- For
                 1.6   Elect Director Alexandra A. Herzan
                       --- For
                 1.7   Elect Director Arthur C. Martinez
                       --- For
                 1.8   Elect Director Burton M. Tansky ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     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  Committee   pre-approves   and
                          monitors         all         services         by
                          PricewaterhouseCoopers,       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.


05/11/04 - A     International Paper Co. *IP*     460146103                          03/17/04             1,219
                 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
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  note  that  the  compensation  committee  is
                          composed  entirely of independent  directors and
                          currently   sets  and  reviews   the   company's
                          executive  compensation program. We believe that
                          the  compensation   committee  should  have  the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather than have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should utilize justifiable  performance criteria
                          and  challenging  performance  benchmarks,   the
                          proposed caps on the CEO  compensation  would be
                          unduly  restrictive.  Thus,  we do  not  support
                          this proposal.


05/11/04 - A     ITT Industries, Inc. *ITT*       450911102                          03/19/04               352
                 1     Ratify Auditors                       For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt


05/14/04 - A     J. C. Penney Co., Inc (HLDG      708160106                          03/15/04               656
                 CO) *JCP*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Colleen C. Barrett
                       --- For
                          According  to our data,  at the  company's  last
                          annual   meeting,   a  majority  of  the  shares
                          outstanding  voted  in  favor  of a  shareholder
                          proposal.  The company has yet to  implement  or
                          take the  necessary  actions  to  implement  the
                          proposal.
                 1.2   Elect Director M.Anthony Burns ---
                       Withhold
                 1.3   Elect Director Maxine K. Clark ---
                       For
                 1.4   Elect Director Allen Questrom ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     Jefferson-Pilot Corp. *JP*       475070108                          03/01/04               430
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan


04/22/04 - A     Johnson & Johnson *JNJ*          478160104                          02/24/04             7,635
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Cease Charitable Contributions        Against    Against                ShrHoldr


05/19/04 - A     Jones Apparel Group, Inc.        480074103                          03/19/04               354
                 *JNY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/25/04 - A     JP Morgan Chase & Co. *JPM*      46625H100                          04/02/04             5,374
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Hans W. Becherer ---
                       For
                 2.2   Elect Director Frank A. Bennack,
                       Jr. --- For
                 2.3   Elect Director John H. Biggs --- For
                 2.4   Elect Director Lawrence A. Bossidy
                       --- For
                 2.5   Elect Director Ellen V. Futter ---
                       For
                 2.6   Elect Director William H. Gray, III
                       --- For
                 2.7   Elect Director William B. Harrison,
                       Jr --- For
                 2.8   Elect Director Helene L. Kaplan ---
                       For
                 2.9   Elect Director Lee R. Raymond ---
                       For
                 2.10  Elect Director John R. Stafford ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                          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.
                 5     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.
                 6     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 7     Charitable Contributions              Against    Against                ShrHoldr
                          We    generally    believe    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 JP Morgan
                          Chase  Foundation  engages and donates to causes
                          that  management  believes are beneficial to the
                          communities  in which the company  operates  and
                          in the best  interests of the company.  Further,
                          the company provides  comprehensive  information
                          regarding  its  corporate  giving  grants in its
                          Corporate    Responsibility    Annual    Reports
                          available on the company's  website.  Therefore,
                          lacking  evidence  to the  contrary,  we believe
                          that continuing these  charitable  contributions
                          is in the best interests of the shareholders.
                 8     Political Contributions               Against    Against                ShrHoldr
                 9     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 10    Provide Adequate Disclosure for       Against    Against                ShrHoldr
                       over the counter Derivatives
                 11    Auditor Independence                  Against    For                    ShrHoldr
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 12    Submit Non-Employee Director          Against    Against                ShrHoldr
                       Compensation to Vote
                          JP  Morgan's  director  compensation  is in line
                          with the  compensation  practices  of its peers.
                          We  agree  with  the   company's   view  that  a
                          significant  portion  of  the  overall  director
                          compensation  be linked to the company's  stock.
                          At  this  time,  in the  absence  of  compelling
                          evidence   of  abusive   director   compensation
                          practices, we recommend against the proposal.
                 13    Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Since  approval  of this  proposal  will help JP
                          Morgan  review its  current  pay  practices  and
                          policies,   and  provide   transparency  to  its
                          shareholders, we support this request.


04/23/04 - A     Kellogg Co. *K*                  487836108                          03/04/04             1,060
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)


05/11/04 - A     Kerr-McGee Corp. *KMG*           492386107                          03/12/04               251
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William E. Bradford
                       --- For
                 1.2   Elect Director Luke R. Corbett ---
                       For
                 1.3   Elect Director David C
                       Genever-Watling --- For
                 1.4   Elect Director Farah M. Walters ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Establishment of an Office of the     Against    For                    ShrHoldr
                       Board of Directors
                          We agree with the spirit of the  proposal on the
                          importance  of  establishing  a clear  mechanism
                          for direct  communications  between shareholders
                          and      independent      directors.      Direct
                          communications  between the parties would result
                          in improved  relations by allowing  shareholders
                          to  better  understand  the  company  as well as
                          make corporate governance more transparent.


06/25/04 - S     Kerr-McGee Corp. *KMG*           492386107                          05/20/04               251
                 1     Approve Merger Agreement              For        For                    Mgmt


05/13/04 - A     KeyCorp *KEY*                    493267108                          03/16/04             1,210
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     KeySpan Corporation *KSE*        49337W100                          03/22/04               554
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Robert B. Catell ---
                       For
                 1.2   Elect Director Andrea S.
                       Christensen --- For
                 1.3   Elect Director Alan H. Fishman ---
                       For
                 1.4   Elect Director J. Atwood Ives ---
                       For
                 1.5   Elect Director James R. Jones ---
                       For
                 1.6   Elect Director James L. Larocca ---
                       For
                 1.7   Elect Director Gloria C. Larson ---
                       For
                 1.8   Elect Director Stephen W. Mckessy
                       --- For
                 1.9   Elect Director Edward D. Miller ---
                       For
                 1.10  Elect Director Vikki L. Pryor ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be redeemed  and any new pill be put to a
                          shareholder vote.


04/29/04 - A     Kimberly-Clark Corp. *KMB*       494368103                          03/01/04             1,264
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Pastora San Juan
                       Cafferty --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from  independent  outsiders Marc
                          J.  Shapiro,  Linda Johnson Rice and Pastora San
                          Juan  Cafferty  for  failure  to  implement  the
                          proposal  to submit  the  company's  shareholder
                          rights  plan  to a  shareholder  vote.  We  also
                          recommend that shareholders  WITHHOLD votes from
                          Claudio  X.  Gonzalez  for  sitting on more than
                          six boards  and for  failure  to  implement  the
                          proposal  to submit  the  company's  shareholder
                          rights plan to a shareholder vote.
                 1.2   Elect Director Claudio X. Gonzalez
                       --- Withhold
                 1.3   Elect Director Linda Johnson Rice
                       --- Withhold
                 1.4   Elect Director Marc J. Shapiro ---
                       Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    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  this  case,  the
                          company's   rights  plan  was  not  approved  by
                          shareholders   nor  does  it  embody  the  above
                          features that we recommend.  We therefore  agree
                          with the  proponent  that the  current  pill and
                          any new pill be put to a shareholder vote.


05/11/04 - A     Kinder Morgan, Inc. *KMI*        49455P101                          03/12/04               353
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Charles W. Battey
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Charles  W.
                          Battey. We recommend that shareholders  WITHHOLD
                          votes from  Charles W. Battey for standing as an
                          affiliated outsider on the Audit Committee.
                 1.2   Elect Director H. A. True, III ---
                       For
                 1.3   Elect Director Fayez Sarofim --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Stock Option Plan               For        For                    Mgmt
                 4     Prepare a Sustainability Report       Against    Against                ShrHoldr
                 5     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/04/04 - A     Knight-Ridder, Inc. *KRI*        499040103                          03/15/04               201
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Kohl's Corp. *KSS*               500255104                          03/03/04               858
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wayne Embry --- For
                          ISS recommends that  shareholders vote FOR Wayne
                          Embry  and Frank V.  Sica,  but  WITHHOLD  votes
                          from  the  other  nominees.  We  recommend  that
                          shareholders   WITHHOLD  votes  from  affiliated
                          outsider  John  F.  Herma  for  standing  as  an
                          affiliated  outsider on the Audit and Nominating
                          committees   and  for  failure  to  establish  a
                          majority   independent  board  and  R.  Lawrence
                          Montgomery  for failure to  establish a majority
                          independent board.
                 1.2   Elect Director John F. Herma ---
                       Withhold
                 1.3   Elect Director R. Lawrence
                       Montgomery --- Withhold
                 1.4   Elect Director Frank V. Sica --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Performance-Based Stock/Indexed       Against    For                    ShrHoldr
                       Options
                          Despite  the fact that  certain  features of the
                          proposal may be more  rigorous  than others,  we
                          support   the   underlying   principal   of  the
                          proposal in this case.
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/05/04 - A     Leggett & Platt, Inc. *LEG*      524660107                          03/15/04               604
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


04/02/04 - A     Lehman Brothers Holdings Inc.    524908100                          02/13/04               705
                 *LEH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Lexmark International, Inc.      529771107                          03/05/04               251
                 *LXK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Limited Brands *LTD*             532716107                          03/31/04             1,364
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/13/04 - A     Lincoln National Corp. *LNC*     534187109                          02/20/04               653
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Deferred Compensation Plan    For        For                    Mgmt


05/20/04 - A     Liz Claiborne, Inc. *LIZ*        539320101                          03/22/04               403
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Lockheed Martin Corp. *LMT*      539830109                          03/01/04             1,162
                 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
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                 5     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                 6     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts


05/03/04 - A     Louisiana-Pacific Corp *LPX*     546347105                          03/05/04               351
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dustan E. McCoy ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception   of   affiliated   outsider   Lee  C.
                          Simpson.    We   recommend   that   shareholders
                          WITHHOLD  votes from Lee C. Simpson for standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.2   Elect Director Lee C. Simpson ---
                       Withhold
                 1.3   Elect Director Colin D. Watson ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Non-Employee Director           For        For                    Mgmt
                       Restricted Stock Plan
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 5     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 6     Ratify Auditors                       For        For                    Mgmt
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 8     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


05/28/04 - A     Lowe *LOW*                       548661107                          04/01/04             2,074
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Leonard L. Berry ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Dawn E. Hudson.  We recommend  that
                          shareholders  WITHHOLD votes from Dawn E. Hudson
                          for poor attendance.
                 1.2   Elect Director Paul Fulton --- For
                 1.3   Elect Director Dawn E. Hudson ---
                       Withhold
                 1.4   Elect Director Marshall O. Larsen
                       --- For
                 1.5   Elect Director Robert A. Niblock
                       --- For
                 1.6   Elect Director Stephen F. Page ---
                       For
                 1.7   Elect Director O. Temple Sloan, Jr.
                       --- For
                 1.8   Elect Director Robert L. Tillman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     LSI Logic Corp. *LSI*            502161102                          03/11/04             1,108
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        Against                Mgmt
                          We generally  approve of plans which: (a) comply
                          with Section 423 of the Internal  Revenue  Code;
                          (b) have a  reasonable  number of  shares  being
                          reserved;   (c)  have  a   reasonable   offering
                          period,  and; (d) place limits on participation.
                          However,  in this case the plan also includes an
                          evergreen  provision which allows the company to
                          annually  reserve 1.15 percent of the  company's
                          outstanding  stock  less the  number  of  shares
                          available  for future  grants.  Because there is
                          no expiration  date  specified for this plan, we
                          are  unable to  determine  the  total  number of
                          shares  which will become  available  for future
                          issuance   and,  as  such,   we  are  unable  to
                          determine   if  the   number  of  shares   being
                          reserved is reasonable.
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Approve/Amend Executive Incentive     For        For                    Mgmt
                       Bonus Plan
                 5     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Manor Care, Inc. *HCR*           564055101                          03/12/04               251
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Virgis W. Colbert
                       --- Withhold
                          We  recommend  a vote  FOR all  nominees  expect
                          Virgis   W.   Colbert.    We   recommend    that
                          shareholders    WITHHOLD    votes   from   Audit
                          Committee   member  and   independent   outsider
                          Virgis   W.   Colbert   for   paying   excessive
                          non-audit fees.
                 1.2   Elect Director William H. Longfield
                       --- For
                 1.3   Elect Director Paul A. Ormond ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Ratify Auditors                       For        Against                Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should    utilize    justifiable     performance
                          criteria,  the proposed caps on restricted stock
                          grants,  severance  payments,  salary and bonus,
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.


04/28/04 - A     Marathon Oil Corp *MRO*          565849106                          03/01/04               707
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Charles F. Bolden,
                       Jr. --- For
                 1.2   Elect Director Charles R. Lee ---
                       For
                 1.3   Elect Director Dennis H. Reilley
                       --- For
                 1.4   Elect Director Thomas J. Usher ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          In  this  case,  the  ceiling  suggested  by the
                          proponent  is  2.99  times  salary  plus  bonus,
                          including   lump  sum  cash   payments  and  the
                          estimated present value of periodic  retirement.
                          While we generally  recommend  the  threshold be
                          applied to salary  plus bonus,  we believe  that
                          this  proposal   would  still  be  in  the  best
                          interest of  shareholders.  Additionally,  since
                          the  proponent's  proposal gives the company the
                          option,  in  implementing   this  proposal,   of
                          seeking  approval  after the  material  terms of
                          the   agreement  are  agreed  upon,  we  do  not
                          believe  that  adoption of this  proposal  would
                          unduly hinder management's  ability to negotiate
                          such agreements with potential executives.


04/30/04 - A     Marriott International Inc.      571903202                          03/08/04               555
                 (New) *MAR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/20/04 - A     Marsh & McLennan Companies,      571748102                          03/22/04             1,366
                 Inc. *MMC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Marshall & Ilsley Corp. *MI*     571834100                          03/01/04               606
                 1     Elect Directors                       For        For                    Mgmt


05/11/04 - A     Masco Corp. *MAS*                574599106                          03/15/04             1,161
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Mattel, Inc. *MAT*               577081102                          03/17/04             1,062
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Eugene P. Beard ---
                       For
                 1.2   Elect Director Michael J. Dolan ---
                       For
                 1.3   Elect Director Robert A. Eckert ---
                       For
                 1.4   Elect Director Tully M. Friedman
                       --- For
                 1.5   Elect Director Ronald M. Loeb ---
                       For
                 1.6   Elect Director Andrea L. Rich ---
                       For
                 1.7   Elect Director Ronald L. Sargent
                       --- For
                 1.8   Elect Director Christopher A.
                       Sinclair --- For
                 1.9   Elect Director G. Craig Sullivan
                       --- For
                 1.10  Elect Director John L. Vogelstein
                       --- For
                 1.11  Elect Director Kathy Brittain White
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          While we share  the  proponent's  concern  about
                          excessive  executive  compensation,  we  believe
                          this  proposal  is  too  restrictive  and  would
                          limit  the   flexibility  of  the   compensation
                          committee  to  design  appropriate  compensation
                          structure  for the  executives.  As  such,  this
                          item does not warrant shareholder approval.
                 4     Prohibit Auditor from Providing       Against    For                    ShrHoldr
                       Non-Audit Services
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.


05/13/04 - A     Maytag Corp. *MYG*               578592107                          03/16/04               350
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wayland R. Hicks ---
                       Withhold
                          Effective corporate  governance depends upon the
                          board   being   accountable   to   shareholders.
                          Although the proposals to  declassify  the board
                          and to submit the poison  pill to a  shareholder
                          vote   received   the  clear   mandate   of  the
                          company's   shareholders   for  more   than  two
                          consecutive   years,   the   board  has  yet  to
                          implement the  proposals in accordance  with the
                          desires  of   shareholders.   Such   failure  or
                          unwillingness  to  respond  to  the  desires  of
                          shareholders  warrants  withholding  votes  from
                          those  nominated  directors  that were directors
                          during the relevant period.        We  recommend
                          a vote FOR James A. McCaslin but WITHHOLD  votes
                          from Fred G. Steingraber,  W. Ann Reynolds,  and
                          Wayland R. Hicks for  failure to  implement  the
                          shareholder approved proposals.
                 1.2   Elect Director James A. McCaslin
                       --- For
                 1.3   Elect Director W. Ann Reynolds ---
                       Withhold
                 1.4   Elect Director Fred G. Steingraber
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Articles                        For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In  this  case,  the  company's  poison  was not
                          approved by shareholders  nor does it embody the
                          above  features  that  we  recommend.  While  we
                          acknowledge  the board's  note on  amending  the
                          term  of the  pill,  nevertheless  we  highlight
                          that the  board is able to  re-instate  the pill
                          or  reverse  this   determination  at  any  time
                          without  having  to seek  shareholder  approval.
                          Therefore,  we believe  that this  determination
                          by the board does little to answer the  concerns
                          and  interests of  shareholders.        We  note
                          also that the board has failed to implement  the
                          previously   supported   shareholder   proposals
                          regarding  adoption and  maintenance of a poison
                          pill.  Although we  recognize  that  shareholder
                          proposals  are not  binding on the  company,  we
                          consider  withholding  votes for  directors  who
                          ignore  shareholder  proposals  that  have  been
                          passed  two  years  in a row  by a  majority  of
                          votes   cast.   The   re-presentation   of  this
                          proposal   and  the  repeated   supported   from
                          shareholders   over   the   last   three   years
                          emphasizes  the  importance  that   shareholders
                          place  on  this   issue.   While  we   recommend
                          withholding  votes  on the  directors  nominated
                          this year, we will closely monitor  management's
                          response to this year's vote on this proposal.


05/06/04 - A     MBIA Inc. *MBI*                  55262C100                          03/18/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     MBNA Corp. *KRB*                 55262L100                          02/13/04             3,215
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James H. Berick ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insider  Bruce L.  Hammonds  and
                          affiliated   outsiders   Benjamin  R.  Civiletti
                          ,James H.  Berick and  Randolph  D.  Lerner.  We
                          recommend that shareholders  WITHHOLD votes from
                          Benjamin  R.  Civiletti  and James H. Berick for
                          standing as  affiliated  outsiders on the Audit,
                          Compensation  and Governance  committees and for
                          failure  to  establish  a  majority  independent
                          board. We recommend that  shareholders  WITHHOLD
                          votes  from  Randolph  D.  Lerner  and  Bruce L.
                          Hammonds  for  failure to  establish  a majority
                          independent board.
                 1.2   Elect Director Benjamin R.
                       Civiletti --- Withhold
                 1.3   Elect Director Bruce L. Hammonds
                       --- Withhold
                 1.4   Elect Director William L. Jews ---
                       For
                 1.5   Elect Director Randolph D. Lerner
                       --- Withhold
                 1.6   Elect Director Stuart L. Markowitz
                       --- For
                 1.7   Elect Director William B. Milstead
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          In the wake of financial  reporting problems and
                          excessive  executive  compensation  at companies
                          like  Enron  Corp.,   Worldcom  Inc.,  and  Tyco
                          International  Ltd.,  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.  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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          We  believe  that  MBNA is  moving  in the right
                          direction as evidenced by the recent  changes in
                          the   company   such   as   reducing   executive
                          compensation  and  changing the  composition  of
                          the board.  However,  we believe  that the board
                          of  directors  should  be  an  independent  body
                          capable  of  providing  objective  oversight  of
                          management and the company's overall  direction.
                          This goal can best be  achieved  when  directors
                          are  independent of the CEO and have no personal
                          interest in the company  arising from salary,  a
                          consulting  agreement,  or any other significant
                          business arrangement.


05/20/04 - A     McDonald's Corp. *MCD*           580135101                          03/22/04             3,285
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve/Amend Executive Incentive     For        For                    Mgmt
                       Bonus Plan


04/27/04 - A     MeadWestvaco Corp. *MWV*         583334107                          03/01/04               696
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     MEDCO Health Solutions Inc       58405U102                          03/10/04               641
                 *MHS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     MedImmune, Inc. *MEDI*           584699102                          03/31/04               607
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Mellon Financial Corp. *MEL*     58551A108                          02/06/04             1,061
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Merck & Co., Inc. *MRK*          589331107                          02/24/04             5,717
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 5     Develop Ethical Criteria for Patent   Against    Against                ShrHoldr
                       Extension
                 6     Link Executive Compensation to        Against    Abstain                ShrHoldr
                       Social Issues
                 7     Report on Political Contributions     Against    Against                ShrHoldr
                 8     Report on Operational Impact of       Against    Abstain                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


05/19/04 - A     Mercury Interactive Corp.        589405109                          03/22/04               301
                 *MERQ*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Merrill Lynch & Co., Inc.        590188108                          02/24/04             2,378
                 *MER*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/27/04 - A     Metlife, Inc *MET*               59156R108                          03/01/04             1,870
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Curtis H. Barnette
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Harry  P.
                          Kamen and John C.  Danforth.  We recommend  that
                          shareholders  WITHHOLD votes from Harry P. Kamen
                          and John C.  Danforth for standing as affiliated
                          outsiders on the Nominating Committee.
                 1.2   Elect Director John C. Danforth ---
                       Withhold
                 1.3   Elect Director Burton A. Dole, Jr.
                       --- For
                 1.4   Elect Director Harry P. Kamen ---
                       Withhold
                 1.5   Elect Director Charles M. Leighton
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Limit Executive Compensation          Against    Against                ShrHoldr


05/13/04 - A     MGIC Investment Corp. *MTG*      552848103                          03/15/04               251
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Millipore Corp. *MIL*            601073109                          03/05/04               250
                 1     Elect Directors                       For        For                    Mgmt


06/16/04 - A     Monster Worldwide, Inc. *MNST*   611742107                          04/26/04               301
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/20/04 - A     Morgan Stanley *MWD*             617446448                          02/20/04             2,731
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/03/04 - A     Motorola, Inc. *MOT*             620076109                          03/05/04             6,151
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward Zander --- For
                 1.2   Elect Director H. Laurence Fuller
                       --- For
                 1.3   Elect Director Judy Lewent --- For
                 1.4   Elect Director Walter Massey --- For
                 1.5   Elect Director Nicholas Negroponte
                       --- For
                 1.6   Elect Director Indra Nooyi --- For
                 1.7   Elect Director John Pepper, Jr. ---
                       For
                 1.8   Elect Director Samuel Scott III ---
                       For
                 1.9   Elect Director Douglas Warner III
                       --- For
                 1.10  Elect Director John White --- For
                 1.11  Elect Director Mike Zafirovski ---
                       For
                 2     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  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.
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options  would   effectively   limit  the
                          company's   ability   to  retain   and   attract
                          qualified  management.   This  proposal  is  too
                          restrictive,  and does not  warrant  shareholder
                          approval.


04/27/04 - A     National City Corp. *NCC*        635405103                          03/05/04             1,616
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     Newell Rubbermaid Inc. *NWL*     651229106                          03/15/04               656
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Newmont Mining Corp. (Holding    651639106                          03/02/04             1,060
                 Company) *NEM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Glen A. Barton ---
                       For
                 1.2   Elect Director Vincent A. Calarco
                       --- For
                 1.3   Elect Director Michael S. Hamson
                       --- For
                 1.4   Elect Director Leo I. Higdon, Jr.
                       --- For
                 1.5   Elect Director Pierre Lassonde ---
                       For
                 1.6   Elect Director Robert J. Miller ---
                       For
                 1.7   Elect Director Wayne W. Murdy ---
                       For
                 1.8   Elect Director Robin A. Plumbridge
                       --- For
                 1.9   Elect Director John B. Prescott ---
                       For
                 1.10  Elect Director Michael K. Reilly
                       --- For
                 1.11  Elect Director Seymour Schulich ---
                       For
                 1.12  Elect Director James V. Taranik ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder  vote and any new
                          pill be put to a shareholder vote.


05/27/04 - A     Nextel Communications, Inc.      65332V103                          04/02/04               100
                 *NXTL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


05/11/04 - A     NiSource Inc. *NI*               65473P105                          03/16/04               875
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/22/04 - A     Nordstrom, Inc. *JWN*            655664100                          03/17/04               352
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Norfolk Southern Corp. *NSC*     655844108                          03/05/04             1,110
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Northern Trust Corp. *NTRS*      665859104                          03/01/04               604
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Duane L. Burnham ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Robert  A.
                          Helman. We recommend that shareholders  WITHHOLD
                          votes from Robert A.  Helman for  standing as an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Dolores E. Cross ---
                       For
                 1.3   Elect Director Susan Crown --- For
                 1.4   Elect Director Robert S. Hamada ---
                       For
                 1.5   Elect Director Robert A. Helman ---
                       Withhold
                 1.6   Elect Director Dipak C. Jain --- For
                 1.7   Elect Director Arthur L. Kelly ---
                       For
                 1.8   Elect Director Robert C. Mccormack
                       --- For
                 1.9   Elect Director Edward J. Mooney ---
                       For
                 1.10  Elect Director William A. Osborn
                       --- For
                 1.11  Elect Director John W. Rowe --- For
                 1.12  Elect Director Harold B. Smith ---
                       For
                 1.13  Elect Director William D. Smithburg
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Northrop Grumman Corp. *NOC*     666807102                          03/22/04               473
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr


04/15/04 - A     Novell, Inc. *NOVL*              670006105                          02/20/04             1,009
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Albert Aiello --- For
                 1.2   Elect Director Fred Corrado --- For
                 1.3   Elect Director Richard L. Crandall
                       --- For
                 1.4   Elect Director Wayne Mackie --- For
                 1.5   Elect Director Claudia B. Malone
                       --- For
                 1.6   Elect Director Jack L. Messman ---
                       For
                 1.7   Elect Director Richard L. Nolan ---
                       For
                 1.8   Elect Director Thomas G. Plaskett
                       --- For
                 1.9   Elect Director John W. Poduska, Sr.
                       --- For
                 1.10  Elect Director James D. Robinson,
                       III --- For
                 1.11  Elect Director Kathy Brittain White
                       --- For
                 2     Expense Stock Options                 Against    For                    ShrHoldr
                 3     Performance-Based/Indexed Options     Against    For                    ShrHoldr
                          We  believe  the  company   would  benefit  from
                          making  greater  use of  equity  awards  tied to
                          performance measures.
                 4     Prohibit Auditor from Providing       Against    For                    ShrHoldr
                       Non-Audit Services
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.


04/16/04 - A     Novellus Systems, Inc. *NVLS*    670008101                          02/17/04               453
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Provision of Non-Audit Services by    Against    For                    ShrHoldr
                       Independent Auditors
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 4     Limit Executive Compensation          Against    Against                ShrHoldr


05/13/04 - A     Nucor Corp. *NUE*                670346105                          03/15/04               201
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     Occidental Petroleum Corp.       674599105                          03/03/04               961
                 *OXY*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Ronald W. Burkle ---
                       For
                 1.2   Elect Director John S. Chalsty ---
                       For
                 1.3   Elect Director Edward P. Djerejian
                       --- For
                 1.4   Elect Director R. Chad Dreier ---
                       For
                 1.5   Elect Director John E. Feick --- For
                 1.6   Elect Director Ray R. Irani --- For
                 1.7   Elect Director Dale R. Laurance ---
                       For
                 1.8   Elect Director Irvin W. Maloney ---
                       For
                 1.9   Elect Director Rodolfo Segovia ---
                       For
                 1.10  Elect Director Aziz D. Syriani ---
                       For
                 1.11  Elect Director Rosemary Tomich ---
                       For
                 1.12  Elect Director Walter L. Weisman
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Non-Employee Director           For        For                    Mgmt
                       Restricted Stock Plan
                 4     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We agree that setting executive  compensation is
                          the    responsibility    of    an    independent
                          compensation   committee.    Furthermore,    the
                          company's  compensation  committee  is comprised
                          of independent  outsiders,  which  minimizes any
                          conflicts  of interests  between the  management
                          and shareholders.  The prohibition of all future
                          stock  option and bonus  programs  would  effect
                          the  company's  ability to retain a large number
                          of  critical   employees  or  attract  qualified
                          personnel.    Furthermore,   we   believe   this
                          proposal  is  too   restrictive,   as  it  would
                          prohibit the executives  from being  remunerated
                          with stock  options  and bonuses  regardless  of
                          the company's  performance.  As such,  this item
                          does not warrant shareholder approval.


05/14/04 - A     Office Depot, Inc. *ODP*         676220106                          03/10/04               807
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Lee A. Ault III ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insider  Bruce Nelson,  affiliated
                          outsider  David  I.  Fuente,   and   independent
                          outsiders  Michael J. Myers,  James L.  Heskett,
                          W.  Scott  Hedrick,  Brenda J.  Gaines,  Neil R.
                          Austrian,  and Lee A.  Ault  III.  We  recommend
                          that  shareholders  WITHHOLD  votes  from  Bruce
                          Nelson,  Michael J. Myers, James L. Heskett,  W.
                          Scott  Hedrick,   Brenda  J.  Gaines,  David  I.
                          Fuente,  Neil R.  Austrian,  and Lee A. Ault III
                          for failure to implement  the proposal to submit
                          the company's poison pill to a shareholder vote.
                 1.2   Elect Director Neil R. Austrian ---
                       Withhold
                 1.3   Elect Director David W. Bernauer
                       --- For
                 1.4   Elect Director Abelardo E. Bru ---
                       For
                 1.5   Elect Director David I. Fuente ---
                       Withhold
                 1.6   Elect Director Brenda J. Gaines ---
                       Withhold
                 1.7   Elect Director Myra M. Hart --- For
                 1.8   Elect Director W. Scott Hedrick ---
                       Withhold
                 1.9   Elect Director James L. Heskett ---
                       Withhold
                 1.10  Elect Director Patricia H. McKay
                       --- For
                 1.11  Elect Director Michael J. Myers ---
                       Withhold
                 1.12  Elect Director Bruce Nelson ---
                       Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Omnicom Group Inc. *OMC*         681919106                          04/09/04               503
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan


05/14/04 - A     Pactiv Corp. *PTV*               695257105                          03/19/04               454
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     PepsiCo, Inc. *PEP*              713448108                          03/12/04             4,497
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John F. Akers --- For
                 1.2   Elect Director Robert E. Allen ---
                       For
                 1.3   Elect Director Ray L. Hunt --- For
                 1.4   Elect Director Arthur C. Martinez
                       --- For
                 1.5   Elect Director Indra K. Nooyi ---
                       For
                 1.6   Elect Director Franklin D. Raines
                       --- For
                 1.7   Elect Director Steven S. Reinemund
                       --- For
                 1.8   Elect Director Sharon Percy
                       Rockefeller --- For
                 1.9   Elect Director James J. Schiro ---
                       For
                 1.10  Elect Director Franklin A. Thomas
                       --- For
                 1.11  Elect Director Cynthia M. Trudell
                       --- For
                 1.12  Elect Director Solomon D. Trujillo
                       --- For
                 1.13  Elect Director Daniel Vasella ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given the  seriousness of the issue and the fact
                          that the  company's  disclosure  lags behind its
                          peers,  we  recommend  a vote in  favor  of this
                          request.


04/27/04 - A     PerkinElmer Inc. *PKI*           714046109                          02/27/04               352
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


04/22/04 - A     Pfizer Inc. *PFE*                717081103                          02/27/04            19,681
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Report on Operational Impact of       Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                 5     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Establish Term Limits for Directors   Against    Against                ShrHoldr
                 8     Report on Drug Pricing                Against    Against                ShrHoldr
                 9     Limit Awards to Executives            Against    Against                ShrHoldr
                 10    Amend Animal Testing Policy           Against    Against                ShrHoldr


04/21/04 - A     PG&E Corp. *PCG*                 69331C108                          02/23/04             1,060
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director David R. Andrews ---
                       For
                 1.2   Elect Director Leslie S. Biller ---
                       For
                 1.3   Elect Director David A. Coulter ---
                       For
                 1.4   Elect Director C. Lee Cox --- For
                 1.5   Elect Director Robert D. Glynn, Jr.
                       --- For
                 1.6   Elect Director David M. Lawrence,
                       MD --- For
                 1.7   Elect Director Mary S. Metz --- For
                 1.8   Elect Director Barry Lawson
                       Williams --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes and severance plans.
                 5     Require Directors be a Link-Free      Against    Against                ShrHoldr
                       Directors
                          Because  the  company   already   satisfies  our
                          guidelines  on  independence   and  has  already
                          established  a formal  independence  policy that
                          goes  above  and  beyond  our  requirements,  we
                          believe  that  this  proposal  does not  warrant
                          shareholder support.
                 6     Adopt Radioactive Waste Policy        Against    Against                ShrHoldr
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          Because    the    company     already    targets
                          compensation    to   peer    levels   and   ties
                          compensation     to    long-term     performance
                          objectives,    and   because    the    company's
                          compensation  committee is composed  entirely of
                          independent outsiders,  we do not think that the
                          proponent's    overly    restrictive    proposal
                          warrants shareholder support.


05/28/04 - A     Phelps Dodge Corp. *PD*          717265102                          04/08/04               201
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Marie L. Knowles ---
                       For
                 1.2   Elect Director Jon C. Madonna ---
                       For
                 1.3   Elect Director Gordon R. Parker ---
                       For
                 1.4   Elect Director Robert D. Johnson
                       --- For
                 2     Cease Charitable Contributions        Against    Against                ShrHoldr
                          We    generally    believe    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.  Phelps Dodge's
                          charitable    programs   support   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.


05/19/04 - A     Pinnacle West Capital Corp.      723484101                          03/19/04               401
                 *PNW*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Roy A. Herberger,
                       Jr. --- For
                 1.2   Elect Director Humberto S. Lopez
                       --- For
                 1.3   Elect Director Kathryn L. Munro ---
                       For
                 1.4   Elect Director William L. Stewart
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Nuclear Fuel Storage Risks  Against    Against                ShrHoldr
                          Based on the  tight  regulation  of the  nuclear
                          power   industry  by  the  NRC,   the   detailed
                          compliance   reports   available   on  the   NRC
                          website,  and our concern  with the value of the
                          requested report to  shareholders,  we recommend
                          that shareholders oppose this request.


05/10/04 - A     Pitney Bowes Inc. *PBI*          724479100                          03/12/04               655
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/04/04 - A     Plum Creek Timber Company,       729251108                          03/15/04               656
                 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
                 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
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Endorse CERES Principles              Against    Against                ShrHoldr
                          We  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


05/14/04 - A     PMC-Sierra, Inc. *PMCS*          69344F106                          03/15/04               504
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert Bailey --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  James Diller.
                          We recommend  that  shareholders  WITHHOLD votes
                          from James Diller for standing as an  affiliated
                          outsider  on  the  Compensation  and  Nominating
                          committees.
                 1.2   Elect Director Alexandre Balkanski
                       --- For
                 1.3   Elect Director Richard Belluzzo ---
                       For
                 1.4   Elect Director James Diller ---
                       Withhold
                 1.5   Elect Director Jonathan Judge ---
                       For
                 1.6   Elect Director William Kurtz --- For
                 1.7   Elect Director Frank Marshall ---
                       For
                 1.8   Elect Director Lewis Wilks --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     PNC Financial Services Group,    693475105                          02/27/04               755
                 Inc. *PNC*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Paul Chellgren ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Richard B.  Kelson.  We  recommend
                          that  shareholders  WITHHOLD  votes from Richard
                          B.  Kelson  for   standing   as  an   affiliated
                          outsider on the Audit Committee.
                 1.2   Elect Director Robert Clay --- For
                 1.3   Elect Director J. Gary Cooper ---
                       For
                 1.4   Elect Director George Davidson, Jr.
                       --- For
                 1.5   Elect Director Richard Kelson ---
                       Withhold
                 1.6   Elect Director Bruce Lindsay --- For
                 1.7   Elect Director Anthony Massaro ---
                       For
                 1.8   Elect Director Thomas O'Brien ---
                       For
                 1.9   Elect Director Jane Pepper --- For
                 1.10  Elect Director James Rohr --- For
                 1.11  Elect Director Lorene Steffes ---
                       For
                 1.12  Elect Director Dennis Strigl --- For
                 1.13  Elect Director Stephen Thieke ---
                       For
                 1.14  Elect Director Thomas Usher --- For
                 1.15  Elect Director Milton Washington
                       --- For
                 1.16  Elect Director Helge Wehmeier ---
                       For


04/15/04 - A     PPG Industries, Inc. *PPG*       693506107                          02/17/04               404
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     PPL Corp. *PPL*                  69351T106                          02/27/04               603
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     Praxair, Inc. *PX*               74005P104                          03/01/04               808
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Approve Stockholder Protection        For        For                    Mgmt
                       Rights Agreement


05/18/04 - A     Principal Financial Group,       74251V102                          03/19/04               960
                 Inc. *PFG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/12/04 - A     Progress Energy, Inc. *PGN*      743263105                          03/05/04               682
                 1     Elect Directors                       For        For                    Mgmt
                 2     Prohibit Awards to Executives         Against    Against                ShrHoldr


05/18/04 - A     ProLogis *PLD*                   743410102                          03/17/04               600
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Providian Financial Corp.        74406A102                          03/15/04               706
                 *PVN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/08/04 - A     Prudential Financial Inc *PRU*   744320102                          04/12/04             1,367
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Cease Charitable Contributions        Against    Against                ShrHoldr
                          We    generally    believe    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    Against                ShrHoldr


04/20/04 - A     Public Service Enterprise        744573106                          02/20/04               706
                 Group Inc. *PEG*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Albert R. Gamper,
                       Jr. --- For
                 1.2   Elect Director Ernest H. Drew ---
                       For
                 1.3   Elect Director William V. Hickey
                       --- For
                 1.4   Elect Director Richard J. Swift ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Require Two Candidates for Each       Against    For                    ShrHoldr
                       Board Seat
                          Since  approval of this  proposal  will  provide
                          shareholders  with  greater  choice  during  the
                          director  election  process,  we recommend  that
                          shareholders support this initiative


05/13/04 - A     Pulte Homes Inc. *PHM*           745867101                          03/16/04               302
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Richard J. Dugas,
                       Jr. --- For
                 1.2   Elect Director David N. McCammon
                       --- For
                 1.3   Elect Director William J. Pulte ---
                       For
                 1.4   Elect Director Francis J. Sehn ---
                       For
                 1.5   Elect Director Michael E. Rossi ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditor                        Against    For                    ShrHoldr
                          Before    the    corporate    accounting-related
                          scandals of the past two years,  ratification of
                          auditors  was  generally  viewed  as  a  routine
                          agenda   item.   A  vote  for  an   auditor   by
                          shareholders  is  confirmation  that the auditor
                          has    objectively    reviewed   the   company's
                          financial   statements   for   compliance   with
                          generally accepted  accounting  principles.  Due
                          to the recent SEC rules on auditor  independence
                          and  increased   shareholder  scrutiny  on  this
                          issue,  however,  ratification  of auditors  has
                          turned into a more  controversial  agenda  item.
                          As such,  we believe  that  shareholders  should
                          have the  opportunity  to assess  the  auditor's
                          general  performance,  the audit  and  non-audit
                          related  fees  paid  by  the  company,  and  the
                          auditor's  overall  independence.        We  can
                          see  no  compelling  reason  why  the  company's
                          shareholders  should not be given the right to a
                          non-binding   ratification  of  the  independent
                          auditor   selected   by  the   company's   audit
                          committee.


05/04/04 - A     Quest Diagnostics,               74834L100                          03/08/04               203
                 Incorporated *DGX*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Qwest Communications             749121109                          03/26/04             4,636
                 International Inc. *Q*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Thomas J. Donohue
                       --- For
                 1.2   Elect Director Peter S. Hellman ---
                       For
                 1.3   Elect Director Vinod Khosla --- For
                 1.4   Elect Director K. Dane Brooksher
                       --- For
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 4     Submit Executive Pension Benefit to   Against    For                    ShrHoldr
                       Vote
                          We believe  that  compensation  and  benefits of
                          senior  executives  in a  company  should  align
                          with the  long-term  interests  of  shareholders
                          and   should   be   carefully   examined   by  a
                          compensation  committee comprised of independent
                          outsiders.  In this case, the  Compensation  and
                          Human  Resource  Committee  includes  affiliated
                          directors   according  to  our   definition   of
                          director  independence.   Moreover,  we  believe
                          that  shareholders  should have the  opportunity
                          to  vote  on   extraordinary   pension  benefits
                          beyond those offered under employee-wide  plans,
                          such  as  credit  for  years  of   service   not
                          actually worked,  preferential benefit formulas,
                          and  accelerated  vesting of  pension  benefits.
                          Because  the  company's  SERP  appears to confer
                          extraordinary    benefits    not   included   in
                          employee-wide  plans,  we believe  that the SERP
                          proposal warrants shareholder support.
                 5     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Applying  our  guidelines  on   independence  to
                          Qwest,  a majority of the current  board members
                          are independent outsiders.  The board has agreed
                          that at least  two-thirds of its members must be
                          independent   under  NYSE  rule  pursuant  to  a
                          pending  settlement  agreement.  Note,  however,
                          that  the   Audit  and   Compensation   &  Human
                          Resources    committees    include    affiliated
                          outsiders   according  to  our   definition   of
                          independence.  Although we do not agree with all
                          of the proponent's stringent  classifications of
                          independent directors,  we believe this proposal
                          sends an  important  message  to  management  to
                          increase  independence on the board, which is in
                          shareholders' best interests.


05/20/04 - A     Radioshack Corp. *RSH*           750438103                          03/23/04               503
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank J. Belatti ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of  independent  outsider  Lawrence V.
                          Jackson.    We   recommend   that   shareholders
                          WITHHOLD  votes from  Lawrence  V.  Jackson  for
                          poor attendance.
                 1.2   Elect Director Ronald E. Elmquist
                       --- For
                 1.3   Elect Director Robert S. Falcone
                       --- For
                 1.4   Elect Director Daniel R. Feehan ---
                       For
                 1.5   Elect Director Richard J. Hernandez
                       --- For
                 1.6   Elect Director Lawrence V. Jackson
                       --- Withhold
                 1.7   Elect Director Robert J. Kamerschen
                       --- For
                 1.8   Elect Director H. Eugene Lockhart
                       --- For
                 1.9   Elect Director Jack L. Messman ---
                       For
                 1.10  Elect Director William G. Morton,
                       Jr. --- For
                 1.11  Elect Director Thomas G. Plaskett
                       --- For
                 1.12  Elect Director Leonard H. Roberts
                       --- For
                 1.13  Elect Director Edwina D. Woodbury
                       --- For
                 2     Approve Deferred Compensation Plan    For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/05/04 - A     Raytheon Co. *RTN*               755111507                          03/08/04             1,059
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John M. Deutch ---
                       For
                 1.2   Elect Director Michael C. Ruettgers
                       --- For
                 1.3   Elect Director William R. Spivey
                       --- For
                 1.4   Elect Director William H. Swanson
                       --- For
                 1.5   Elect Director Linda G. Stuntz ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts
                 4     Submit Shareholder Rights Plan        Against    For                    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.  The  board has
                          taken  an  important  first  step in  addressing
                          shareholder  concerns by  redeeming  an existing
                          pill. However,  the board has not fully complied
                          with  the   previously   supported   shareholder
                          proposals  regarding  poison pills.  We consider
                          withholding   votes  for  directors  who  ignore
                          shareholder  proposals that have been passed two
                          years  in a row by a  majority  of  votes  cast.
                          Further,  we apply a one  year  test  where  the
                          proposal  was  approved  with a majority  of the
                          shares  outstanding,  as was the  case in  2003.
                          With   respect  to  the   shareholder   proposal
                          regarding  poison pills,  we do not consider the
                          shareholder   approval  clocks  as  having  been
                          reset   because  of  the   company's   half-step
                          towards  implementing  the will of shareholders.
                          We will closely  monitor  management's  response
                          to this  year's  vote on this  proposal  and, if
                          necessary,  will  recommend the  withholding  of
                          votes for  nominated  directors  at next  year's
                          meeting.
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Implement MacBride Principles         Against    Against                ShrHoldr
                 7     Expense Stock Options                 Against    For                    ShrHoldr
                          By  not   subtracting   the  cost  of   options,
                          companies can report  artificially high earnings
                          that  distort  true  operating  performance  and
                          lead  to  abuses  of  executive  pay.  Expensing
                          would  discipline   compensation  practices  and
                          level  the   accounting   playing   field  among
                          different  forms of pay,  including  other types
                          of equity-based  awards, such as indexed options
                          and restricted  stock,  which  currently must be
                          charged to earnings.  More important,  expensing
                          would  provide  earnings  clarity,  which  would
                          help restore investor confidence.
                 8     Submit Executive Pension Benefit to   Against    For                    ShrHoldr
                       Vote
                          We believe  that  shareholders  should  have the
                          opportunity  to  vote on  extraordinary  pension
                          benefits     beyond    those    offered    under
                          employee-wide  plans,  such as credit  for years
                          of service  not  actually  worked,  preferential
                          benefit  formulas,  and  accelerated  vesting of
                          pension  benefits.  Because the  company's  SERP
                          appears  to confer  extraordinary  benefits  not
                          included  in  employee-wide  plans,  we  believe
                          that  the  SERP  proposal  warrants  shareholder
                          support.
                 9     Limit Executive Compensation          Against    Against                ShrHoldr
                          Although   each  element  of  the  proposal  has
                          aspects  that  cause  us  to  vote  against  the
                          proposal,  it is important to re-emphasize  that
                          had we been in favor of any of the elements,  we
                          would  nevertheless  had  to  vote  against  the
                          whole  proposal.  Therefore,  it is important to
                          ensure that proposals are  sufficiently  focused
                          - as far as possible,  proposals should focus on
                          a specific  element rather than attempt to cover
                          a general list of points.


06/08/04 - A     Regions Financial Corp. *RF*     758940100                          04/27/04               604
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Margaret H. Greene
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of  independent  outsider  Margaret H.
                          Greene. We recommend that shareholders  WITHHOLD
                          votes   from   Margaret   H.   Greene  for  poor
                          attendance.
                 2.2   Elect Director Carl E. Jones, Jr.
                       --- For
                 2.3   Elect Director Susan W. Matlock ---
                       For
                 2.4   Elect Director John H. Watson ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adjourn Meeting                       For        Against                Mgmt
                          In this case,  shareholders  already have enough
                          information to make their vote  decisions.  Once
                          their   votes  have  been  cast,   there  is  no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.
                 5     Require a Majority Vote for the       Against    Against                ShrHoldr
                       Election of Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


05/03/04 - A     Rohm and Haas Co. *ROH*          775371107                          03/05/04               506
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William J. Avery ---
                       For
                 1.2   Elect Director J. Michael
                       Fitzpatrick --- For
                 1.3   Elect Director Earl G. Graves, Sr.
                       --- For
                 1.4   Elect Director Raj L. Gupta --- For
                 1.5   Elect Director David W. Haas --- For
                 1.6   Elect Director Thomas W. Haas ---
                       For
                 1.7   Elect Director James A. Henderson
                       --- For
                 1.8   Elect Director Richard L. Keyser
                       --- For
                 1.9   Elect Director Jorge P. Montoya ---
                       For
                 1.10  Elect Director Sandra O. Moose ---
                       For
                 1.11  Elect Director Gilbert S. Omenn ---
                       For
                 1.12  Elect Director Gary L. Rogers ---
                       For
                 1.13  Elect Director Ronaldo H. Schmitz
                       --- For
                 1.14  Elect Director Marna C. Whittington
                       --- For
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/23/04 - A     Rowan Companies, Inc. *RDC*      779382100                          03/01/04               301
                 1     Elect Directors                       For        For                    Mgmt


05/07/04 - A     Ryder System, Inc. *R*           783549108                          03/12/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     SAFECO Corp. *SAFC*              786429100                          03/08/04               402
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Robert S. Cline ---
                       For
                 1.2   Elect Director G. Thompson Hutton
                       --- For
                 1.3   Elect Director William W.
                       Krippaehne, Jr. --- For
                 1.4   Elect Director Michael S. McGavick
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We note  that  the  company  has  both  positive
                          one-year  and   three-year   total   shareholder
                          return.  We further  note that the  company  has
                          been  proactive  in its  effort  to link pay and
                          performance  among its top  executives  and that
                          executive   compensation   is   analyzed  by  an
                          independent  Compensation Committee.          We
                          believe   that   an   independent   Compensation
                          Committee   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,  we believe this proposal
                          is too  restrictive,  as it 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.


05/20/04 - A     Safeway Inc. *SWY*               786514208                          03/25/04             1,161
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Steven A. Burd ---
                       Withhold
                          A key issue for  investors  as they sift through
                          questions     raised     about      performance,
                          relationships and related party  transactions is
                          whether  or not  Safeway's  board is  fulfilling
                          its  fiduciary  obligation  to  shareholders  by
                          providing   effective   management    oversight.
                          Recent  corporate  governance  reforms are steps
                          in  the   right   direction,   but  are  they  a
                          sufficient    antidote    to   a    legacy    of
                          relationships   that  extends  back  almost  two
                          decades?        Criticisms      of     Safeway's
                          performance are modestly  compelling.  Safeway's
                          performance  record over the last five years has
                          been less than  favorable.  Some critics put the
                          blame for this  performance  problem squarely on
                          the  shoulders  of Mr.  Burd.  At the same time,
                          most of Safeway's peer group has struggled.  The
                          recent  earnings  report  is  a  mixed  bag  and
                          continues   to   highlight   trends   that  have
                          impacted  Safeway and its  competitors  over the
                          last few years.  If this "vote no" campaign were
                          solely a  referendum  on  performance,  it would
                          likely  not  have   gained  the   traction   and
                          momentum  that we have  seen  in  recent  weeks.
                                  The   related  party   transactions  and
                          disclosure  issues that have been highlighted by
                          the  dissidents are of concern.  Mr.  Tauscher's
                          related party  transactions  are  historical and
                          not monetarily  significant,  and,  hence, we do
                          not recommend  withholding  from Mr. Tauscher on
                          those grounds  alone.  However,  we do point out
                          that this board  needs to be more  diligent  and
                          critical  in its  views  on and  disclosures  of
                          related  party   transactions   going   forward.
                                  A  more   significant   concern  is  the
                          continuing KKR influence on the board.  With the
                          company's recent  announcement of Mr. Greene and
                          Mr.  Roberts  stepping down from the board,  the
                          "KKR    connection    criticism    is   slightly
                          mitigated.  The remaining  "KKR  connection"  on
                          the  board  centers  on Mr.  MacDonnell  and Mr.
                          Hazen. Mr. Hazen is not a current  nominee.  Mr.
                          MacDonnell   is  a  former   KKR   partner   and
                          currently retired.  As such, we do not recommend
                          withholding from Mr.  MacDonnell.          As we
                          sift through the issues of failed  transactions,
                          undisclosed  connections,  and a board dominated
                          by an outside  entity,  there is one  constant '
                          Mr. Burd.  Our  recommendation  to withhold from
                          Mr.  Burd  is not a  referendum  on  Mr.  Burd's
                          continuation  as CEO,  nor should it be. That is
                          for the board to judge.  Rather, we focus on the
                          performance    of    this    board    and    the
                          accountability  of  its  CEO/chairman.  In  that
                          light,  one cannot  disregard the ties that bind
                          this  board,   including   Mr.  Burd,   to  KKR.
                                  In  its most recent  governance  reform,
                          the company  announced the election of Mr. Hazen
                          as  lead  director.  Mr.  Hazen's  ties  to  KKR
                          disqualify  him as a  strong  counterbalance  to
                          Chairman  Burd.  We  acknowledge  that the board
                          has  few  options  for  selection  of  a  strong
                          independent    chairman    from   its   existing
                          directors,  but we  must  note  that  the  board
                          created  this  problem by failing to replace the
                          KKR directors in a timely fashion  following the
                          liquidation of KKR's equity interest.  The board
                          now must  find  independent  candidates  to fill
                          the three seats being vacated.  We hope that one
                          of these  new  nominees  will  emerge  as a good
                          choice   for    chairman.        The    recently
                          announced  reforms  are a partial  step  towards
                          resolving  the KKR legacy  issues.  It demands a
                          complete  solution.  New names and expertise are
                          needed   on   this   board,   including   a  new
                          independent board chairman.  We acknowledge that
                          this   board   has   improved   its    corporate
                          governance,  but we believe  they  haven't  gone
                          far enough.  We note that a separate proposal on
                          this  ballot  provides  shareholders  a voice on
                          the   issue   of   an   independent    chairman.
                          Nevertheless,    the   collective   history   of
                          relationships  between KKR and Safeway cannot be
                          ignored.  Naming a strong  independent  chairman
                          is the one reform  that would set the company on
                          the right path.
                 1.2   Elect Director Robert I. MacDonnell
                       --- For
                 1.3   Elect Director William Y. Tauscher
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Approve Repricing of Options          For        For                    Mgmt
                 5     Amend Bylaws to Require Independent   Against    For                    ShrHoldr
                       Director as Chairman of the Board
                          On  May  3,  2004,  the  company  announced  the
                          election  of  Paul  Hazen  as  lead  independent
                          director.  The company  believes that it has met
                          our standards on an  independent  lead director.
                          However,  as  discussed  more fully in the Elect
                          Directors  section,  we believe that Mr. Hazen's
                          ties  to  KKR  preclude  him  from  acting  as a
                          strong  counterbalance  to Mr. Burd.  We believe
                          that   Safeway's   board   requires   a   strong
                          independent  chairman.  Since  approval  of this
                          proposal  will  ensure the  independence  of the
                          chairman of the board, we support this proposal.
                 6     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 7     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)
                 8     Prepare Sustainability Report         Against    Against                ShrHoldr
                 9     Report on Political Contributions     Against    Against                ShrHoldr
                 10    Expense Stock Options                 Against    For                    ShrHoldr
                          We support the expensing of options.  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.  Because
                          the  company  has made a  commitment  to expense
                          options,  we believe that management  intends to
                          support  this  proposal at its  upcoming  annual
                          meeting.


04/30/04 - A     SBC Communications Inc. *SBC*    78387G103                          03/02/04             8,498
                 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        Against                Mgmt
                          This proposal would declassify the board.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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.


04/27/04 - A     Schering-Plough Corp. *SGP*      806605101                          03/05/04             3,843
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


04/14/04 - A     Schlumberger Ltd. *SLB*          806857108                          02/25/04             1,415
                       Meeting for Holders of ADRs
                 1     Elect Directors                       For        For                    Mgmt
                 2     ADOPTION AND APPROVAL OF FINANCIALS   For        For                    Mgmt
                       AND DIVIDENDS
                 3     APPROVAL OF ADOPTION OF THE 2004      For        For                    Mgmt
                       STOCK AND DEFERRAL PLAN FOR
                       NON-EMPLOYEE DIRECTORS
                 4     APPROVAL OF AUDITORS                  For        For                    Mgmt


05/05/04 - A     Sealed Air Corp. *SEE*           81211K100                          03/08/04               201
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Sears, Roebuck & Co. *S*         812387108                          03/15/04               658
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William L. Bax ---
                       For
                 1.2   Elect Director Donald J. Carty ---
                       For
                 1.3   Elect Director Alan J. Lacy --- For
                 1.4   Elect Director Hugh B. Price --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because  the  company  refuses to put any future
                          pill to a  shareholder  vote,  and  because  the
                          pill proposal has received  shareholder  support
                          in each of the  past  two  years,  we  recommend
                          that shareholders support this proposal.
                 5     Establish Other Board Committee       Against    For                    ShrHoldr
                          Since the  underlying  purpose of this  proposal
                          is  to   provide  an   effective   communication
                          mechanism  between  the  company's  shareholders
                          and its  board,  we believe it to be in the best
                          interest  of the  shareholders.  As  such,  this
                          proposal warrants a shareholder approval.


05/04/04 - A     Sempra Energy *SRE*              816851109                          03/09/04               759
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be redeemed  and any new pill be put to a
                          shareholder vote.
                 6     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                          In the case of Sempra Energy,  the tax and other
                          fees is  represents  only  17.62  percent of the
                          total  fees paid to the  auditor  for  2003.  In
                          view of the  reasonable  level of non-audit fees
                          for 2003 and the Audit Committee  procedures for
                          mitigating  potential conflicts of interest,  we
                          do not  believe  support  of  this  proposal  is
                          warranted at this time.
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


06/23/04 - A     Siebel Systems, Inc. *SEBL*      826170102                          04/29/04             1,262
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Abstain    For                    ShrHoldr
                          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.


05/05/04 - A     Simon Property Group, Inc.       828806109                          03/08/04               555
                 *SPG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/13/04 - A     SLM Corp. *SLM*                  78442P106                          03/15/04             1,162
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Snap-on Incorporated *SNA*       833034101                          02/23/04               200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Southern Company *SO*            842587107                          03/29/04             1,870
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Outside Director Stock in     For        For                    Mgmt
                       Lieu of Cash


04/21/04 - A     SouthTrust Corp. *SOTR*          844730101                          02/20/04               860
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt


05/19/04 - A     Southwest Airlines Co. *LUV*     844741108                          03/23/04             1,995
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Herbert D. Kelleher
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of C. Webb  Crockett,  June M. Morris
                          and  Herbert  D.  Kelleher.  We  recommend  that
                          shareholders  WITHHOLD votes from June M. Morris
                          for  standing as an  affiliated  outsider on the
                          Audit,  Compensation  and Nominating  committees
                          and  for   failure  to   establish   a  majority
                          independent   board,   C.  Webb   Crockett   for
                          standing   as   affiliated   outsider   on   the
                          Compensation  and Nominating  committees and for
                          failure  to  establish  a  majority  independent
                          board,  and Herbert D.  Kelleher  for failure to
                          establish a majority independent board.
                 1.2   Elect Director Rollin W. King ---
                       For
                 1.3   Elect Director June M. Morris ---
                       Withhold
                 1.4   Elect Director C. Webb Crockett ---
                       Withhold
                 1.5   Elect Director William P. Hobby ---
                       For
                 1.6   Elect Director Travis C. Johnson
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Sprint Corp. *FON*               852061100                          02/20/04             2,324
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gordon M. Bethune
                       --- For
                          In  light  of the  persistent  and  questionable
                          judgment  displayed by the board, we recommend a
                          WITHHOLD  vote from  Linda  Koch  Lorimer as the
                          only continuing director up for re-election.  It
                          is our stance that if the  remaining  continuing
                          directors  were  up for  re-election,  we  would
                          recommend  a  withhold  vote  from  those  board
                          members as well.
                 1.2   Elect Director E. Linn Draper, Jr.
                       --- For
                 1.3   Elect Director Deborah A. Henretta
                       --- For
                 1.4   Elect Director Linda Koch Lorimer
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          We   support    the   general    principal    of
                          performance-based   compensation,  and  believes
                          that  there  should  be strong  linkage  between
                          company's  performance  and  compensation at the
                          senior  executive  level.  We also favor the use
                          of equity  grants  whose  grant or  vesting  are
                          directly  tied to the  attainment  of  disclosed
                          performance  criteria and the associated  hurdle
                          rates.   Sprint's  long-term  incentive  program
                          utilizes time-based  restricted stock grants and
                          stock  options  in  2003.  Only  the  short-term
                          incentive    compensation    is    tied   to   a
                          pre-established  performance  criteria.  As  for
                          stock  options,  the  nature of the stock  price
                          element  is  the  performance   feature  of  the
                          long-term incentive.  Therefore, executives will
                          receive  a benefit  only  when the  stock  price
                          increases.    In   light   of    Sprint's    non
                          performance-based    equity   grants   and   Mr.
                          Forsee's   2003   compensation    package,    we
                          recommend  a vote in favor of this  proposal  in
                          this case.
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          We agree  with the  spirit of the  proposal  and
                          has repeatedly  stressed its concern  throughout
                          this  analysis  of the  compensation  package of
                          chief  executive  officer Gary Forsee.  However,
                          this  proposal  would  arbitrarily  set  caps on
                          salary,  bonus, and equity awards  regardless of
                          the company's performance.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr


04/20/04 - A     Sprint Corp. *FON*               852061506                          02/20/04               100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gordon M. Bethune
                       --- For
                          In  light  of the  persistent  and  questionable
                          judgment  displayed by the board, we recommend a
                          WITHHOLD  vote from  Linda  Koch  Lorimer as the
                          only continuing director up for re-election.  It
                          is our stance that if the  remaining  continuing
                          directors  were  up for  re-election,  we  would
                          recommend  a  withhold  vote  from  those  board
                          members as well.
                 1.2   Elect Director E. Linn Draper, Jr.
                       --- For
                 1.3   Elect Director Deborah A. Henretta
                       --- For
                 1.4   Elect Director Linda Koch Lorimer
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          We   support    the   general    principal    of
                          performance-based   compensation,  and  believes
                          that  there  should  be strong  linkage  between
                          company's  performance  and  compensation at the
                          senior  executive  level.  We also favor the use
                          of equity  grants  whose  grant or  vesting  are
                          directly  tied to the  attainment  of  disclosed
                          performance  criteria and the associated  hurdle
                          rates.   Sprint's  long-term  incentive  program
                          utilizes time-based  restricted stock grants and
                          stock  options  in  2003.  Only  the  short-term
                          incentive    compensation    is    tied   to   a
                          pre-established  performance  criteria.  As  for
                          stock  options,  the  nature of the stock  price
                          element  is  the  performance   feature  of  the
                          long-term incentive.  Therefore, executives will
                          receive  a benefit  only  when the  stock  price
                          increases.    In   light   of    Sprint's    non
                          performance-based    equity   grants   and   Mr.
                          Forsee's   2003   compensation    package,    we
                          recommend  a vote in favor of this  proposal  in
                          this case.
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          We agree  with the  spirit of the  proposal  and
                          has repeatedly  stressed its concern  throughout
                          this  analysis  of the  compensation  package of
                          chief  executive  officer Gary Forsee.  However,
                          this  proposal  would  arbitrarily  set  caps on
                          salary,  bonus, and equity awards  regardless of
                          the company's performance.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr


05/12/04 - A     St. Jude Medical, Inc. *STJ*     790849103                          03/15/04               456
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael A. Rocca ---
                       For
                 1.2   Elect Director David A. Thompson
                       --- For
                 1.3   Elect Director Stefan K.
                       Widensohler --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Increase Authorized Common Stock      For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal    is    unduly    restrictive.     The
                          Compensation     Committee    and     Management
                          Development   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.


06/17/04 - A     Staples, Inc. *SPLS*             855030102                          04/19/04             1,312
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Given  that the plan has  already  expired,  and
                          that the board has  determined  not to renew the
                          plan, this proposal has become moot.  Therefore,
                          we  recommend  that  shareholders  vote  against
                          this item.
                 7     Submit Shareholder Rights Plan        Against    For                    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.
                 8     Limit Executive Compensation          Against    Against                ShrHoldr
                          Our  policy  is  to  recommend   voting  against
                          proposals  that seek to set  absolute  levels on
                          compensation or otherwise  dictate the amount or
                          form of compensation.
                 9     Prohibit Auditor from Providing       Against    Against                ShrHoldr
                       Non-Audit Services
                          In this case,  the company states that the Audit
                          Committee  pre-approves  all services by Ernst &
                          young LLP, the  company's  independent  auditors
                          in compliance  with the rules of  Sarbanes-Oxley
                          Act.  Also,  the  aggregate  fees  paid for 'tax
                          services'  and  'other  services'  are less than
                          the  aggregate  fees paid for  'audit  services'
                          and  'audit-related  services'.   Therefore,  we
                          believe   this   proposal   does   not   warrant
                          shareholder support.


05/07/04 - A     Starwood Hotels & Resorts        85590A203                          03/19/04               506
                 Worldwide, Inc. *HOT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     For        Against                Mgmt


04/21/04 - A     State Street Corp. (Boston)      857477103                          02/27/04               808
                 *STT*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Kennett Burnes ---
                       For
                 1.2   Elect Director David Gruber --- For
                 1.3   Elect Director Linda Hill --- For
                 1.4   Elect Director Charles Lamantia ---
                       For
                 1.5   Elect Director Robert Weissman ---
                       For
                 2     Exempt Board of Directors from        Against    Against                ShrHoldr
                       Massachusetts General Laws, Chapter
                       156B, Section 50A(a)
                          Proposal would declassify the board.


05/14/04 - A     SunGard Data Systems Inc.        867363103                          03/15/04               708
                 *SDS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gregory S. Bentley
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  Gregory  S.
                          Bentley.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Gregory  S.  Bentley  for
                          standing as an affiliated  outsider on the Audit
                          Committee.
                 1.2   Elect Director Michael C. Brooks
                       --- For
                 1.3   Elect Director Cristobal Conde ---
                       For
                 1.4   Elect Director Ramon de Oliveira
                       --- For
                 1.5   Elect Director Henry C. Duques ---
                       For
                 1.6   Elect Director Albert A. Eisenstat
                       --- For
                 1.7   Elect Director Bernard Goldstein
                       --- For
                 1.8   Elect Director Janet Brutschea
                       Haugen --- For
                 1.9   Elect Director James L. Mann --- For
                 1.10  Elect Director Malcolm I. Ruddock
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     SUPERVALU Inc. *SVU*             868536103                          04/01/04               552
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Charles M. Lillis
                       --- For
                 1.2   Elect Director Jeffrey Noodle ---
                       For
                 1.3   Elect Director Steven S. Rogers ---
                       For
                 1.4   Elect Director Ronald E. Daly ---
                       For
                 1.5   Elect Director Marissa Peterson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Therefore,  given that: (i) the plurality voting
                          threshold  is the  currently  accepted  standard
                          for  the   election  of  directors  of  publicly
                          traded  companies,  (ii)  approval  of this item
                          could   disrupt   board   operations   and   the
                          company's  financial  performance  in the  event
                          some  or  all of the  director  nominees  do not
                          receive   majority   support   and  do  not  get
                          elected,  (iii) requiring a majority vote of the
                          outstanding  shares could in effect  provide for
                          a  supermajority  of  votes  cast,  which  would
                          adversely affect shareholders'  ability to elect
                          directors in a contested election,  and (iv) 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 at this
                          point in time  believe  the  proposed  amendment
                          warrants shareholder support.


04/26/04 - A     Symbol Technologies, Inc.        871508107                          03/01/04               730
                 *SBL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Synovus Financial Corp. *SNV*    87161C105                          02/17/04               808
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     Target Corporation *TGT*         87612E106                          03/22/04             2,328
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


04/28/04 - A     TECO Energy, Inc. *TE*           872375100                          02/18/04               504
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Tom L. Rankin --- For
                 1.2   Elect Director William D. Rockford
                       --- For
                 1.3   Elect Director J. Thomas Touchton
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                 5     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


04/22/04 - A     Tellabs, Inc. *TLAB*             879664100                          02/23/04             1,060
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Teradyne, Inc. *TER*             880770102                          04/05/04               554
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     Texas Instruments Inc. *TXN*     882508104                          02/17/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James R. Adams ---
                       For
                 1.2   Elect Director David L. Boren ---
                       For
                 1.3   Elect Director Daniel A. Carp ---
                       For
                 1.4   Elect Director Thomas J. Engibous
                       --- For
                 1.5   Elect Director Gerald W.
                       Fronterhouse --- For
                 1.6   Elect Director David R. Goode ---
                       For
                 1.7   Elect Director Wayne R. Sanders ---
                       For
                 1.8   Elect Director Ruth J. Simmons ---
                       For
                 1.9   Elect Director Richard K. Templeton
                       --- For
                 1.10  Elect Director Christine Todd
                       Whitman --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


04/28/04 - A     Textron Inc. *TXT*               883203101                          03/05/04               302
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Stock-for-Salary/Bonus Plan   For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Foreign Weapons Sales       Against    Against                ShrHoldr
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Cease Charitable Contributions        Against    Against                ShrHoldr


04/28/04 - A     The AES Corp. *AES*              00130H105                          03/03/04             1,664
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     The Allstate Corp. *ALL*         020002101                          03/19/04             1,870
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr


04/13/04 - A     The Bank Of New York Co., Inc.   064057102                          02/23/04             1,972
                 *BK*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Frank J. Biondi, Jr.
                       --- For
                 1.2   Elect Director Nicholas M. Donofrio
                       --- For
                 1.3   Elect Director Alan R. Griffith ---
                       For
                 1.4   Elect Director Gerald L. Hassell
                       --- For
                 1.5   Elect Director Richard J. Kogan ---
                       For
                 1.6   Elect Director Michael J. Kowalski
                       --- For
                 1.7   Elect Director John A. Luke, Jr.
                       --- For
                 1.8   Elect Director John C. Malone ---
                       For
                 1.9   Elect Director Paul Myners, CBE ---
                       For
                 1.10  Elect Director Robert C. Pozen ---
                       For
                 1.11  Elect Director Catherine A. Rein
                       --- For
                 1.12  Elect Director Thomas A. Renyi ---
                       For
                 1.13  Elect Director William C.
                       Richardson --- For
                 1.14  Elect Director Brian L. Roberts ---
                       For
                 1.15  Elect Director Samuel C. Scott III
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Report on Political Contributions     Against    Against                ShrHoldr
                          In light of the potential costs  associated with
                          the   requested   report,   we  recommend   that
                          shareholders oppose this request.
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Limit Composition of Committee to     Against    Against                ShrHoldr
                       Independent Directors
                 7     Submit Shareholder Rights Plan        Against    For                    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.


04/27/04 - A     The Black & Decker Corp. *BDK*   091797100                          02/17/04               201
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Restricted Stock Plan         For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr


05/03/04 - A     The Boeing Co. *BA*              097023105                          03/05/04             2,174
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John H. Biggs ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  Rozanne  L.  Ridgway,   John  E.
                          Bryson,  and John H. Biggs.  We  recommend  that
                          shareholders  WITHHOLD  votes  from  Rozanne  L.
                          Ridgway,  John E. Bryson,  and John H. Biggs for
                          failure to implement the board  declassification
                          and removal of the supermajority  vote provision
                          proposals.
                 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    Abstain                ShrHoldr
                       Conduct
                 6     Declassify the Board of Directors     Against    Against                ShrHoldr
                 7     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          As  a  matter  of  policy,   we  recommend  that
                          shareholders   vote  for  all   proposals   that
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders' best interest.
                 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
                          In this case,  although  the  company  has stock
                          ownership  guidelines that range from one to six
                          times  base  salary  (four  to  six  times  base
                          salary  for named  executive  officers),  in the
                          absence of any long-term  ownership  requirement
                          or  meaningful   retention   ratio  policy,   we
                          recommend a vote FOR this proposal.
                 10    Provide Employees Choice of Pension   Against    Against                ShrHoldr
                       Plans at Retirement or Termination


05/17/04 - A     The Charles Schwab Corp. *SCH*   808513105                          03/18/04             3,587
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/27/04 - A     The Chubb Corp. *CB*             171232101                          03/08/04               453
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Zoe Baird --- For
                 1.2   Elect Director Sheila P. Burke ---
                       For
                 1.3   Elect Director James I. Cash, Jr.
                       --- For
                 1.4   Elect Director Joel J. Cohen --- For
                 1.5   Elect Director James M. Cornelius
                       --- For
                 1.6   Elect Director John D. Finnegan ---
                       For
                 1.7   Elect Director David H. Hoag --- For
                 1.8   Elect Director Klaus J. Mangold ---
                       For
                 1.9   Elect Director Sir David G.
                       Scholey, CBE --- For
                 1.10  Elect Director Raymond G. H. Seitz
                       --- For
                 1.11  Elect Director Lawrence M. Small
                       --- For
                 1.12  Elect Director Daniel E. Somers ---
                       For
                 1.13  Elect Director Karen Hastie
                       Williams --- For
                 1.14  Elect Director James M. Zimmerman
                       --- For
                 1.15  Elect Director Alfred W. Zollar ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          When   reviewing   requests  for   proposals  on
                          political  contributions,  we take 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  Chubb,  we note
                          that the  company  follows  all  state and local
                          laws   regarding   contributions   to  political
                          candidates or  organizations.  Furthermore,  the
                          extensive  scope  of the  reports  requested  in
                          this   proposal   may   not   be   substantially
                          different from information  currently  available
                          and could prove  costly or  difficult  to gather
                          and  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.


04/21/04 - A     The Coca-Cola Company *KO*       191216100                          02/23/04             6,323
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Herbert A. Allen ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Warren E.  Buffett.  We  recommend
                          that shareholders  WITHHOLD votes from Warren E.
                          Buffett for standing as an  affiliated  outsider
                          on the Audit Committee.
                 1.2   Elect Director Ronald W. Allen ---
                       For
                 1.3   Elect Director Cathleen P. Black
                       --- For
                 1.4   Elect Director Warren E. Buffett
                       --- Withhold
                 1.5   Elect Director Douglas N. Daft ---
                       For
                 1.6   Elect Director Barry Diller --- For
                 1.7   Elect Director Donald R. Keough ---
                       For
                 1.8   Elect Director Susan Bennett King
                       --- For
                 1.9   Elect Director Maria Elena
                       Lagomasino --- For
                 1.10  Elect Director Donald F. Mchenry
                       --- For
                 1.11  Elect Director Robert L. Nardelli
                       --- For
                 1.12  Elect Director Sam Nunn --- For
                 1.13  Elect Director J. Pedro Reinhard
                       --- For
                 1.14  Elect Director James D. Robinson
                       III --- For
                 1.15  Elect Director Peter V. Ueberroth
                       --- For
                 1.16  Elect Director James B. Williams
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Operational Impact of       For        For                    ShrHoldr
                       HIV/AIDS Pandemic
                 4     Report on Stock Option Distribution   Against    Abstain                ShrHoldr
                       by Race and Gender
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 6     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          We are concerned  with the  disparate  treatment
                          given  to  senior  executives.   Therefore,   we
                          recommend voting FOR the proposal.
                 7     Submit Executive Compensation to      Against    Against                ShrHoldr
                       Vote
                 8     Implement China Principles            Against    Against                ShrHoldr
                 9     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/13/04 - A     The Dow Chemical Company *DOW*   260543103                          03/15/04             2,418
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Report on Social Initiatives in       Against    Abstain                ShrHoldr
                       Bhopal


05/12/04 - A     The Gap, Inc. *GPS*              364760108                          03/15/04             2,374
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Limit Executive Compensation          Against    Against                ShrHoldr


05/20/04 - A     The Gillette Co. *G*             375766102                          03/22/04             2,680
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Edward F. DeGraan
                       --- For
                 1.2   Elect Director Wilbur H. Gantz ---
                       For
                 1.3   Elect Director James M. Kilts ---
                       For
                 1.4   Elect Director Jorge Paulo Lemann
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Prohibit Auditor from Providing       Against    For                    ShrHoldr
                       Non-Audit Services
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 6     Expense Stock Options                 Against    For                    ShrHoldr
                          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.


05/20/04 - A     The Hartford Financial           416515104                          03/22/04               656
                 Services Group, Inc. *HIG*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Ramani Ayer --- For
                 1.2   Elect Director Ronald E. Ferguson
                       --- For
                 1.3   Elect Director Edward J. Kelly, III
                       --- For
                 1.4   Elect Director Paul G. Kirk, Jr.
                       --- For
                 1.5   Elect Director Thomas M. Marra ---
                       For
                 1.6   Elect Director Gail J. McGovern ---
                       For
                 1.7   Elect Director Robert W. Selander
                       --- For
                 1.8   Elect Director Charles B. Strauss
                       --- For
                 1.9   Elect Director H. Patrick Swygert
                       --- For
                 1.10  Elect Director Gordon I. Ulmer ---
                       For
                 1.11  Elect Director David K. Zwiener ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  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.


05/18/04 - A     The Interpublic Group of         460690100                          03/26/04             1,060
                 Companies, Inc. *IPG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David A. Bell --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider J.  Phillip
                          Samper. We recommend that shareholders  WITHHOLD
                          votes   from  J.   Phillip   Samper   for   poor
                          attendance.
                 1.2   Elect Director Frank J. Borell ---
                       For
                 1.3   Elect Director Reginald K. Brack
                       --- For
                 1.4   Elect Director Jill M. Considine
                       --- For
                 1.5   Elect Director Christopher J.
                       Coughlin --- For
                 1.6   Elect Director John J. Donner, Jr.
                       --- For
                 1.7   Elect Director Richard A. Goldstein
                       --- For
                 1.8   Elect Director H. John Greenlaus
                       --- For
                 1.9   Elect Director Michael I. Roth ---
                       For
                 1.10  Elect Director J. Phillip Samper
                       --- Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     MacBride Principles                   Against    Against                ShrHoldr


06/24/04 - A     The Kroger Co. *KR*              501044101                          04/26/04             1,972
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John L. Clendenin
                       --- For
                 1.2   Elect Director David B. Dillon ---
                       For
                 1.3   Elect Director David B. Lewis ---
                       For
                 1.4   Elect Director Don W. McGeorge ---
                       For
                 1.5   Elect Director W. Rodney McMullen
                       --- For
                 1.6   Elect Director Susan M. Phillips
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 5     Submit Severance Agreement            Against    Against                ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.
                          Furthermore,   we  believe   that  a   company's
                          severance  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.  However,  in this
                          case,  the proposal does not call for the option
                          of seeking  approval after the material terms of
                          the  agreement  are agreed  upon.  Because it is
                          not   practical  to  obtain  prior   shareholder
                          approval for these  agreements,  we believe that
                          the  proposal as mandated  by the  proponent  is
                          too  restrictive.  As  such,  we do not  believe
                          this proposal  warrants  shareholder  support at
                          this time.


05/21/04 - A     The May Department Stores Co.    577778103                          04/02/04               756
                 *MAY*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr


04/28/04 - A     The McGraw-Hill Companies,       580645109                          03/09/04               604
                 Inc. *MHP*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Pedro Aspe --- For
                 1.2   Elect Director Robert P. McGraw ---
                       For
                 1.3   Elect Director Hilda
                       Ochoa-Brillembourg --- For
                 1.4   Elect Director Edward B. Rust, Jr.
                       --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In this case, the company's  rights plan was not
                          approved by shareholders  nor does it embody the
                          above  features that we recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be redeemed  and any new pill be put to a
                          shareholder vote.


04/13/04 - A     The New York Times Co. *NYT*     650111107                          02/17/04               454
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve A Non-Employee Director       For        Against                Mgmt
                       Stock Incentive Plan
                          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 8.16 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


04/16/04 - A     The Progressive Corp. *PGR*      743315103                          02/18/04               506
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles to Issue Shares        For        For                    Mgmt
                       without Issuing Physical
                       Certificates
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     The Sherwin-Williams Co. *SHW*   824348106                          02/23/04               553
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James C. Boland ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsiders  Curtis E.
                          Moll  and  Susan J.  Kropf.  We  recommend  that
                          shareholders  WITHHOLD votes from Curtis E. Moll
                          and Susan J. Kropf for poor attendance.
                 1.2   Elect Director John G. Breen --- For
                 1.3   Elect Director Duane E. Collins ---
                       For
                 1.4   Elect Director Christopher M.
                       Connor --- For
                 1.5   Elect Director Daniel E. Evans ---
                       For
                 1.6   Elect Director Susan J. Kropf ---
                       Withhold
                 1.7   Elect Director Robert W. Mahoney
                       --- For
                 1.8   Elect Director Gary E. McCullough
                       --- For
                 1.9   Elect Director A. Malachi Mixon,
                       III --- For
                 1.10  Elect Director Curtis E. Moll ---
                       Withhold
                 1.11  Elect Director Joseph M. Scaminace
                       --- For
                 1.12  Elect Director Richard K. Smucker
                       --- For
                 2     Amend Bylaws                          For        Against                Mgmt
                          Since the proposed  amendment to  regulations is
                          a  bundled   proposal  and  we  oppose  the  one
                          regarding written consent,  we recommend against
                          this item.
                 3     Amend Bylaws                          For        For                    Mgmt
                 4     Amend Nomination Procedures for the   For        For                    Mgmt
                       Board
                 5     Ratify Auditors                       For        For                    Mgmt


06/01/04 - A     The TJX Companies, Inc. *TJX*    872540109                          04/12/04             1,316
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Implement ILO Based Code of Conduct   Against    Abstain                ShrHoldr
                 4     Report on Vendor Standards            Against    Abstain                ShrHoldr
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr


05/20/04 - A     The Williams Companies, Inc.     969457100                          03/26/04             1,363
                 *WMB*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Charles M. Lillis
                       --- For
                 1.2   Elect Director William G. Lowrie
                       --- For
                 1.3   Elect Director Joseph H. Williams
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  Compensation
                          Committee   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,  we believe this proposal
                          is too  restrictive,  as it would  limit  equity
                          awards  to  time-based   restricted  shares.  As
                          such,  this  item does not  warrant  shareholder
                          approval.


05/18/04 - A     Thermo Electron Corp. *TMO*      883556102                          03/26/04               554
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Marijn E. Dekkers
                       --- For
                 1.2   Elect Director Robert A. McCabe ---
                       For
                 1.3   Elect Director Robert W. O'Leary
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Awards to Executives            Against    Against                ShrHoldr
                          The company  currently uses restricted  stock as
                          part  of its  long-term  incentive  compensation
                          for  executives.  However,  the company's  proxy
                          materials  do not  specify  the  performance  or
                          vesting  requirements  of such awards.  Although
                          we generally support  restricted stock grants as
                          part of overall  executive  compensation,  we do
                          not believe that companies  should be limited or
                          constrained   in   their   selection   of  award
                          types.        Although  one may  argue  that the
                          level of equity  compensation  at the company is
                          not proportional to its  performance,  we do not
                          believe  that  this  proposal   represents   the
                          solution    to     potential     or    perceived
                          pay-for-performance  disconnects.  In  addition,
                          the proposal is too  restrictive as it requires:
                          (1) the absolute  substitution of restricted for
                          stock  options and (2) a 100  percent  retention
                          ratio.


05/05/04 - A     Thomas & Betts Corp. *TNB*       884315102                          03/15/04               300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan


05/20/04 - A     Tiffany & Co. *TIF*              886547108                          03/25/04               404
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     Time Warner Inc *TWX*            887317105                          03/23/04            11,986
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James L. Barksdale
                       --- For
                 1.2   Elect Director Stephen F.
                       Bollenbach --- For
                 1.3   Elect Director Stephen M. Case ---
                       For
                 1.4   Elect Director Frank J. Caufield
                       --- For
                 1.5   Elect Director Robert C. Clark ---
                       For
                 1.6   Elect Director Miles R. Gilburne
                       --- For
                 1.7   Elect Director Carla A. Hills ---
                       For
                 1.8   Elect Director Reuben Mark --- For
                 1.9   Elect Director Michael A. Miles ---
                       For
                 1.10  Elect Director Kenneth J. Novack
                       --- For
                 1.11  Elect Director Richard D. Parsons
                       --- For
                 1.12  Elect Director R. E. Turner --- For
                 1.13  Elect Director Francis T. Vincent,
                       Jr. --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt China Principles                Against    Against                ShrHoldr
                 4     Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Due to  escalating  executive  pay and the  fact
                          that the report  requested  will shed some light
                          on company's  pay  practices  and  policies,  we
                          believe that this proposal warrants  shareholder
                          approval.


06/02/04 - A     Toys 'R' Us, Inc. *TOY*          892335100                          04/09/04               554
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director RoAnn Costin --- For
                 1.2   Elect Director John H. Eyler, Jr.
                       --- For
                 1.3   Elect Director Roger N. Farah ---
                       For
                 1.4   Elect Director Peter A. Georgescu
                       --- For
                 1.5   Elect Director Cinda A. Hallman ---
                       For
                 1.6   Elect Director Calvin Hill --- For
                 1.7   Elect Director Nancy Karch --- For
                 1.8   Elect Director Norman S. Matthews
                       --- For
                 1.9   Elect Director Arthur B. Newman ---
                       For
                 1.10  Elect Director Frank R. Noonan ---
                       For
                 2     Require a Majority Vote for the       Against    Against                ShrHoldr
                       Election of Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election   of   directors   of   publicly-traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          requiring  a  majority  vote of the  outstanding
                          shares   could   in   effect   provide   for   a
                          supermajority   of  votes   cast,   which  would
                          adversely affect shareholders'  ability to elect
                          directors in a contested election,  and (iv) 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 at this
                          point in time  believe  the  proposed  amendment
                          warrants shareholder support.


05/12/04 - A     Tribune Co. *TRB*                896047107                          03/17/04               806
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeffrey Chandler ---
                       For
                 1.2   Elect Director William A. Osborn
                       --- For
                 1.3   Elect Director Kathryn C. Turner
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 12.74  percent is above the allowable cap for
                          this company of 6.63 percent.


05/12/04 - A     Tupperware Corp. *TUP*           899896104                          03/15/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/21/04 - A     TXU Corp. *TXU*                  873168108                          03/22/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Derek C. Bonham ---
                       For
                 1.2   Elect Director E. Gail de Planque
                       --- For
                 1.3   Elect Director William M. Griffin
                       --- For
                 1.4   Elect Director Kerney Laday --- For
                 1.5   Elect Director Jack E. Little ---
                       For
                 1.6   Elect Director Erle Nye --- For
                 1.7   Elect Director J.E. Oesterreicher
                       --- For
                 1.8   Elect Director Michael W. Ranger
                       --- For
                 1.9   Elect Director Herbert H.
                       Richardson --- For
                 1.10  Elect Director C. John Wilder ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We believe  that the company has  established  a
                          suitable performance-based  compensation program
                          which  rewards  executives on the basis of total
                          shareholder  returns  relative  to a peer  group
                          index.  We also note that the  Organization  and
                          Compensation  Committee  did not pay any  annual
                          incentive   awards  to  four  of  the  five  top
                          executive  officers  based on 2003  performance.
                          The  amount   reported  as  bonus  for  Eric  H.
                          Peterson,  Executive  Vice President and General
                          Counsel,  represents a special  bonus awarded in
                          February    2003   in    recognition    of   his
                          contributions  to the  company  in his  area  of
                          responsibility.  In view of  these  factors,  as
                          well as the proposal's  restrictive  requirement
                          that all options and  restricted  shares be held
                          until 90 days after an officers termination,  we
                          believe this proposal is unnecessary.


04/20/04 - A     U.S. Bancorp *USB*               902973304                          02/26/04             4,969
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Victoria Buyniski
                       Gluckman --- Withhold
                          We   recommend   withholding   votes   from  all
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes   from   independent   outsider
                          Richard G.  Reiten for poor  attendance  and for
                          failure to implement  the  "declassification  of
                          the  board"   shareholder   proposal.   We  also
                          recommend that shareholders  WITHHOLD votes from
                          independent  outsiders Thomas E. Petry, Jerry W.
                          Levin,  Arthur D.  Collins,  Jr.,  and  Victoria
                          Buyniski  Gluckman for failure to implement  the
                          "declassification   of  the  board"  shareholder
                          proposal.
                 1.2   Elect Director Arthur D. Collins,
                       Jr. --- Withhold
                 1.3   Elect Director Jerry W. Levin ---
                       Withhold
                 1.4   Elect Director Thomas E. Petry ---
                       Withhold
                 1.5   Elect Director Richard G. Reiten
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We  do  like  some  of  the   elements   of  the
                          proposal,  such  as  granting  restricted  stock
                          based on  achievement  of  performance  criteria
                          and  vesting   requirement  of  at  least  three
                          years.   By    establishing    minimum   vesting
                          provisions,   shareholders   are  assured   that
                          executives   who   received   stock  grants  are
                          retained  in the company  and are  committed  to
                          maximize   stock  returns  over  the  long-term.
                          However,  due to the  fact  that  the  proponent
                          asks  for a  complete  substitution  of  options
                          with restricted  stock, we believe this proposal
                          is  unduly   restrictive.           Furthermore,
                          setting  maximum  severance  payment  for senior
                          executives  to one year's  salary and bonus,  is
                          lower than the generally accepted standards.  We
                          believe  that  a  reasonable  maximum  severance
                          payment  to a senior  executive  is three  times
                          the annual  salary and bonus.          While  we
                          do like the  proposals  pertaining to restricted
                          stock and enhanced disclosure,  the structure of
                          the executive compensation,  as evidenced by the
                          reasonable CEO pay,  performance-based  bonuses,
                          and  reasonable  severance  multiples,  does not
                          warrant  the   proposed   changes  in  executive
                          compensation.
                 4     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          Due  to  poor  disclosure,  it is  difficult  to
                          assess other  post-employment  benefits provided
                          for  the  company's  executives  and  comparable
                          SERP packages at peer  companies.  Although most
                          terms of the SERP seem reasonable,  we found the
                          CEO's  preferential final average salary formula
                          to  alter  the  size  of  the  CEO's  retirement
                          package.Tthe  potential  increase  in  the  SERP
                          payout due to  existing  and  future  restricted
                          stock grants  raises a  questionable  incentive.
                          Given  the  potential  size of the  benefits  in
                          question,  we think that a  shareholder  vote on
                          the  SERP is  warranted  as a part of a  "checks
                          and balances"  system to ensure  reasonable SERP
                          terms for future agreements.
                 5     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          Supermajority vote requirements  generally serve
                          to  lock  in  provisions  that  are  harmful  to
                          shareholders.  Requiring approval of more than a
                          simple   majority  of  the  voting   shares  may
                          entrench  management by preventing  actions that
                          may  benefit   shareholders,such  as  precluding
                          proxy  contests and potential  takeover bids. As
                          a  result,   we  believe   that  this   proposal
                          warrants shareholder support.


04/16/04 - A     Union Pacific Corp. *UNP*        907818108                          02/06/04               656
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


06/08/04 - A     Union Planters Corp.             908068109                          04/21/04               531
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Albert M. Austin ---
                       For
                 2.2   Elect Director George W. Bryan ---
                       For
                 2.3   Elect Director Robert R. Waller,
                       M.D. --- For
                 2.4   Elect Director Spence L. Wilson ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adjourn Meeting                       For        Against                Mgmt
                          In this case,  shareholders  already have enough
                          information to make their vote  decisions.  Once
                          their   votes  have  been  cast,   there  is  no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          Our  policy  is  to  recommend   voting  against
                          proposals  that seek to set  absolute  levels on
                          compensation or otherwise  dictate the amount or
                          form of compensation.


04/22/04 - A     Unisys Corp. *UIS*               909214108                          02/27/04               757
                 1     Elect Directors                       For        For                    Mgmt


05/06/04 - A     United Parcel Service, Inc.      911312106                          03/08/04             2,984
                 *UPS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/14/04 - A     United Technologies Corp.        913017109                          02/17/04             1,211
                 *UTX*
                 1     Elect Directors                       For        For                    Mgmt
                 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    Against                ShrHoldr


05/12/04 - A     UnitedHealth Group               91324P102                          03/15/04             1,616
                 Incorporated *UNH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          We  support  the  general  principle  motivating
                          this  non-binding   proposal.  In  the  wake  of
                          financial   reporting   problems  and  excessive
                          executive  compensation  at companies like Enron
                          Corp.,  Worldcom  Inc.,  and Tyco  International
                          Ltd.,   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.
                 4     Limit Awards to Executives            Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.  This proposal is too  restrictive,
                          and does not warrant shareholder approval.


05/12/04 - A     Univision Communications Inc.    914906102                          03/15/04               806
                 *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  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


05/24/04 - A     Unocal Corp. *UCL*               915289102                          03/25/04               656
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Deferred Compensation Plan    For        For                    Mgmt
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Limit Awards to Executives            Against    Against                ShrHoldr
                 7     Establish Other Board Committee       Against    For                    ShrHoldr
                          We agree with the  proponent  on the  importance
                          of    establishing    clear    mechanisms    for
                          communication     between    shareholders    and
                          independent   directors.   While   the   company
                          complies  with  existing  SEC and NYSE  rules on
                          this   matter,   it  appears  that  the  general
                          counsel,  who is an  employee  of  the  company,
                          plays a role in  forwarding  such  communication
                          either  internally or to the board. The proposed
                          Office  of  the  Board  would  ensure  a  direct
                          communication with the independent  directors of
                          the  board,   without   involving   the  general
                          counsel.  We  recommend  a vote in  favor of the
                          proposal.
                 8     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr


05/04/04 - A     UST Inc. *UST*                   902911106                          03/05/04               503
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director John P. Clancey ---
                       For
                 1.2   Elect Director Vincent A. Gierer,
                       Jr. --- For
                 1.3   Elect Director Joseph E. Heid ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        None       For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Given  that  the  company   currently  does  not
                          maintain a poison  pill,  approval  of this item
                          enhances  shareholders' rights by establishing a
                          process to submit  poison pills to a shareholder
                          vote.  As such we  believe  this  item  warrants
                          shareholder support.
                 4     Reduce Nitrosamines in Oral Snuff     Against    Against                ShrHoldr
                          In light  of the  company's  reductions  in TSNA
                          levels  to  date  and   programs   establish  to
                          continue  to  reduce  TSNA  levels,  we  see  no
                          reason to support this proposal at this time.


04/28/04 - A     Verizon Communications *VZ*      92343V104                          03/01/04             7,074
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Require Majority of Independent       Against    Against                ShrHoldr
                       Directors on Board
                          Because  the  company   already   satisfies  our
                          guidelines  on  independence   and  has  already
                          established  a formal  independence  policy that
                          goes  above  and  beyond  our  requirements,  we
                          believe  that  this  proposal  does not  warrant
                          shareholder support.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    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.
                 7     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          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
                          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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          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
                          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.


04/27/04 - A     VF Corp. *VFC*                   918204108                          03/09/04               402
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr
                 5     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr


05/19/04 - A     Viacom Inc. *VIA*                925524308                          03/22/04             4,623
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director George S. Abrams ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of insiders Mel  Karmazin,  Sumner M.
                          Redstone  and  Shari  Redstone,  and  affiliated
                          outsiders   William   Schwartz,    Frederic   V.
                          Salerno,  George S. Abrams,  Alan C.  Greenberg,
                          Philippe  P.  Dauman and David R.  Andelman.  We
                          recommend that shareholders  WITHHOLD votes from
                          Mel   Karmazin   for  failure  to   establish  a
                          majority  independent  board, and from Sumner M.
                          Redstone  and Shari  Redstone  for  standing  as
                          insiders  on the  Nominating  Committee  and for
                          failure  to  establish  a  majority  independent
                          board.  We  also  recommend  that   shareholders
                          WITHHOLD  votes from  Frederic  V.  Salerno  for
                          standing as an affiliated  outsider on the Audit
                          and Compensation committees,  and for failure to
                          establish a majority  independent board. We also
                          recommend   WITHHOLDING   votes   from   William
                          Schwartz for standing as an affiliated  outsider
                          on the Compensation  and Nominating  committees,
                          and  for   failure  to   establish   a  majority
                          independent   board.    Lastly,   we   recommend
                          WITHHOLDING  votes  from  George S.  Abrams  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating   Committee   and  for   failure   to
                          establish a majority independent board.
                 1.2   Elect Director David R. Andelman
                       --- Withhold
                 1.3   Elect Director Joseph A. Califano,
                       Jr. --- For
                 1.4   Elect Director William S. Cohen ---
                       For
                 1.5   Elect Director Philippe P. Dauman
                       --- Withhold
                 1.6   Elect Director Alan C. Greenberg
                       --- Withhold
                 1.7   Elect Director Mel Karmazin ---
                       Withhold
                 1.8   Elect Director Jan Leschly --- For
                 1.9   Elect Director David T. McLaughlin
                       --- For
                 1.10  Elect Director Shari Redstone ---
                       Withhold
                 1.11  Elect Director Sumner M. Redstone
                       --- Withhold
                 1.12  Elect Director Frederic V. Salerno
                       --- Withhold
                 1.13  Elect Director William Schwartz ---
                       Withhold
                 1.14  Elect Director Patty Stonesifer ---
                       For
                 1.15  Elect Director Robert D. Walter ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan


05/12/04 - A     Visteon Corporation *VC*         92839U107                          03/15/04               429
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Steven K. Hamp ---
                       For
                 1.2   Elect Director Michael F. Johnston
                       --- For
                 1.3   Elect Director Karl J. Krapek ---
                       For
                 1.4   Elect Director Robert M. Teeter ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 5     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          The  company  currently  does  not have a poison
                          pill. In addition,  the company has  implemented
                          a policy which requires  shareholder approval of
                          any  future   pill.   Given  that  the   company
                          maintains   a   policy   requiring   shareholder
                          approval of any future  pill,  we do not believe
                          approval  of this  item  enhances  shareholders'
                          rights.
                 6     Amend and Report on an                Against    Abstain                ShrHoldr
                       International Code of Conduct
                 7     Permit Voting Leverage for            Against    Against                ShrHoldr
                       Shareowners
                          We concur with  management's  argument  that the
                          resolution  could be expensive and  bureaucratic
                          to   administer.   Such   additional   corporate
                          expenditures    would   be   hard   to   justify
                          considering  that  proxy  analyses  are  already
                          available  to  the  public  from  a  variety  of
                          vendors   and   on   the   web   from    certain
                          institutional  investors. The decision to follow
                          another institutional investor's  recommendation
                          is best left with the individual shareholder.


05/14/04 - A     Vulcan Materials Co. *VMC*       929160109                          03/15/04               351
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        For                    Mgmt
                       Restricted Stock Plan
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     W.W. Grainger, Inc. *GWW*        384802104                          03/01/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Wachovia Corp. *WB*              929903102                          02/18/04             3,337
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Require Two Candidates for Each       Against    Against                ShrHoldr
                       Board Seat
                          The  process  of  finding  qualified   available
                          candidates is difficult  and costly.  Under this
                          proposal,   the  board   would  be  required  to
                          identify   twice  as  many   candidates   as  is
                          currently  necessary.   Those  candidates  would
                          then be asked to  compete  for the  position  on
                          the  basis of the  statements  they  submit  for
                          publication   in  the  proxy   materials.   Many
                          well-qualified  candidates  may refuse to submit
                          to such a  process.  This  proposal  could  also
                          lead to a high  rate  of  turnover  among  board
                          members,   denying  the  company  continuity  of
                          strategic management.  The nominating body could
                          well have  considerable  difficulty  devising  a
                          slate of candidates  that would ensure a balance
                          of  skills   and   experience   on  the   board.
                          Directors  are  fiduciaries  who must act in the
                          best   interest   of   all   shareholders.   The
                          politicization  of the  board  election  process
                          does not assure more responsible  representation
                          of  shareholder  interests,  and it may  lead to
                          unwarranted   cost  and   influence  of  special
                          interests.  As such, we do not believe that this
                          proposal merits shareholder approval.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


06/04/04 - A     Wal-Mart Stores, Inc. *WMT*      931142103                          04/05/04            11,482
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James W. Breyer ---
                       For
                 1.2   Elect Director M. Michele Burns ---
                       For
                 1.3   Elect Director Thomas M. Coughlin
                       --- For
                 1.4   Elect Director David D. Glass ---
                       For
                 1.5   Elect Director Roland A. Hernandez
                       --- For
                 1.6   Elect Director Dawn G. Lepore ---
                       For
                 1.7   Elect Director John D. Opie --- For
                 1.8   Elect Director J. Paul Reason ---
                       For
                 1.9   Elect Director H. Lee Scott, Jr.
                       --- For
                 1.10  Elect Director Jack C. Shewmaker
                       --- For
                 1.11  Elect Director Jose H. Villarreal
                       --- For
                 1.12  Elect Director John T. Walton ---
                       For
                 1.13  Elect Director S. Robson Walton ---
                       For
                 1.14  Elect Director Christopher J.
                       Williams --- For
                 2     Approve Stock Option Plan             For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 7     Prepare Sustainability Report         Against    Against                ShrHoldr
                 8     Report on Stock Option Distribution   Against    Abstain                ShrHoldr
                       by Race and Gender
                 9     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)
                 10    Prepare Diversity Report              Against    Abstain                ShrHoldr
                 11    Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          We  acknowledge  the tax  benefits  arising from
                          deferring   executive   compensation.   However,
                          paying  above-market  interest rates on deferred
                          compensation  is not "best practice" and results
                          in  an  additional   expense  to   shareholders.
                          According to an Executive  Benefits Survey (2003
                          Results)  published  by Clark  Consulting,  only
                          seven   percent   of   the   227   participating
                          companies  provided  a bonus  rate  above  their
                          base earnings  rate. In addition,  the increment
                          formula for long term  participating in the plan
                          is  unique  and  quite   generous.   We  believe
                          shareholders   may   benefit   from  having  the
                          opportunity  to make their own evaluation of the
                          deferred compensation packages,  especially when
                          such plans contain unique  features  beyond best
                          practice.


04/20/04 - A     Washington Mutual, Inc *WM*      939322103                          02/27/04             2,278
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr


05/14/04 - A     Waste Management, Inc. *WMI*     94106L109                          03/19/04             1,464
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/04/04 - A     Waters Corp. *WAT*               941848103                          03/15/04               354
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Joshua Bekenstein
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Thomas P.
                          Salice  and Edward  Conard.  We  recommend  that
                          shareholders   WITHHOLD  votes  from  Thomas  P.
                          Salice for  standing as an  affiliated  outsider
                          on  the  Audit,  Compensation,   and  Nominating
                          committees.  We also recommend that shareholders
                          WITHHOLD  votes from Edwarrd Conard for standing
                          as an  affiliated  outsider on the  Compensation
                          Committee.
                 1.2   Elect Director M.J. Berendt, Ph.D.
                       --- For
                 1.3   Elect Director Douglas A.
                       Berthiaume --- For
                 1.4   Elect Director Philip Caldwell ---
                       For
                 1.5   Elect Director Edward Conard ---
                       Withhold
                 1.6   Elect Director L.H. Glimcher, M.D.
                       --- For
                 1.7   Elect Director William J. Miller
                       --- For
                 1.8   Elect Director Thomas P. Salice ---
                       Withhold
                 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.


05/17/04 - A     Watson Pharmaceuticals, Inc.     942683103                          03/19/04               301
                 *WPI*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Allen Chao, Ph.D.
                       --- For
                 1.2   Elect Director Michel J. Feldman
                       --- For
                 1.3   Elect Director Fred G. Weiss --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Review Executive Compensation         Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal is unduly  restrictive.  The  company's
                          independent  Compensation  Committee 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.


06/28/04 - S     WellPoint Health Networks Inc.   94973H108                          05/10/04               355
                 *WLP*
                 1     Approve Merger Agreement              For        For                    Mgmt


04/27/04 - A     Wells Fargo & Company *WFC*      949746101                          03/09/04             4,448
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J.A. Blanchard III
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of affiliated  outsiders  Michael W.
                          Wright,  Judith M. Runstad,  and Donald B. Rice.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Judith  M.  Runstad  for  standing  as  an
                          affiliated  outsider  on  the  Audit  Committee,
                          Michael  W.   Wright  and  Donald  B.  Rice  for
                          standing as  affiliated  outsiders  on the Human
                          Resources    and    Governance    &   Nominating
                          committees.
                 1.2   Elect Director Susan E. Engel ---
                       For
                 1.3   Elect Director Enrique Hernandez,
                       Jr. --- For
                 1.4   Elect Director Robert L. Joss ---
                       For
                 1.5   Elect Director Reatha Clark King
                       --- For
                 1.6   Elect Director Richard M.
                       Kovacevich --- For
                 1.7   Elect Director Richard D. McCormick
                       --- For
                 1.8   Elect Director Cynthia H. Milligan
                       --- For
                 1.9   Elect Director Philip J. Quigley
                       --- For
                 1.10  Elect Director Donald B. Rice ---
                       Withhold
                 1.11  Elect Director Judith M. Runstad
                       --- Withhold
                 1.12  Elect Director Stephen W. Sanger
                       --- For
                 1.13  Elect Director Susan G. Swenson ---
                       For
                 1.14  Elect Director Michael W. Wright
                       --- Withhold
                 2     Approve Retirement Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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  other
                          forms of  compensation  to  better  reflect  the
                          company's  true earnings and provide  additional
                          discipline  against  overuse.   Moreover,   this
                          proposal   received  majority  support  at  last
                          year's meeting.
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Link Executive Compensation to        Against    Against                ShrHoldr
                       Social Issues
                 7     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


04/22/04 - A     Wendy's International, Inc.      950590109                          03/01/04               402
                 *WEN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt


04/13/04 - A     Weyerhaeuser Co. *WY*            962166104                          02/20/04               505
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                 5     Implement Restricted Share            Against    For                    ShrHoldr
                       Executive Compensation Plan
                 6     Report on Greenhouse Gas Emissions    Against    Against                ShrHoldr
                 7     Develop Policy Regarding Old Growth   Against    Against                ShrHoldr
                       Forests
                 8     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Whirlpool Corp. *WHR*            963320106                          02/27/04               251
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt


04/22/04 - A     Wyeth *WYE*                      983024100                          03/12/04             3,539
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Drug Pricing                Against    Against                ShrHoldr
                 4     Amend Animal Testing Policy           Against    Against                ShrHoldr


05/20/04 - A     Xerox Corp. *XRX*                984121103                          03/23/04             2,071
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Glenn A. Britt ---
                       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
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee.
                 1.2   Elect Director Richard J.
                       Harrington --- For
                 1.3   Elect Director William Curt Hunter
                       --- For
                 1.4   Elect Director Vernon E. Jordan,
                       Jr. --- Withhold
                 1.5   Elect Director Hilmar Kopper --- For
                 1.6   Elect Director Ralph S. Larsen ---
                       For
                 1.7   Elect Director Anne M. Mulcahy ---
                       For
                 1.8   Elect Director N.J. Nicholas, Jr.
                       --- For
                 1.9   Elect Director John E. Pepper ---
                       For
                 1.10  Elect Director Ann N. Reese --- For
                 1.11  Elect Director Stephen Robert ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan


05/21/04 - A     Yahoo!, Inc. *YHOO*              984332106                          03/25/04             1,764
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Terry S. Semel ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from insiders Terry S. Semel and
                          Jerry Yang,  affiliated  outsider  Eric Hippeau,
                          and   independent   outsiders  Gary  L.  Wilson,
                          Edward R.  Kozel,  Robert A.  Kotick,  Arthur H.
                          Kern,  Ronald W.  Burkle and Roy J.  Bostock for
                          failing  to remove a  dead-hand,  slow-hand,  or
                          similar feature in the company's poison pill.
                 1.2   Elect Director Jerry Yang ---
                       Withhold
                 1.3   Elect Director Roy J. Bostock ---
                       Withhold
                 1.4   Elect Director Ronald W. Burkle ---
                       Withhold
                 1.5   Elect Director Eric Hippeau ---
                       Withhold
                 1.6   Elect Director Arthur H. Kern ---
                       Withhold
                 1.7   Elect Director Robert A. Kotick ---
                       Withhold
                 1.8   Elect Director Edward R. Kozel ---
                       Withhold
                 1.9   Elect Director Gary L. Wilson ---
                       Withhold
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


05/20/04 - A     Yum Brands, Inc. *YUM*           988498101                          03/22/04               759
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adopt Smoke-Free Restaurant Policy    Against    Abstain                ShrHoldr
                 5     Prepare a Sustainability Report       Against    For                    ShrHoldr
                          In this case,  Yum Brands does not report  under
                          the  GRI or  other  established  guidelines  and
                          while  it does  touch  upon  diversity  and some
                          environmental initiatives,  its website does not
                          contain  a formal  EHS  report  or  quantifiable
                          data about  diversity  and other  sustainability
                          topics. The company does provide  information on
                          employee  welfare and insight into the company's
                          community  outreach and  philanthropic  efforts.
                          However,    the   level   of    disclosure    on
                          sustainability  issues does not address  many of
                          the issues  brought forth by the  proponents and
                          issues  addressed  in  the  reporting  of  other
                          large  public  companies.   More   comprehensive
                          reporting  of  the  company's   performance  and
                          approach  to  sustainability  issues will better
                          enable  shareholders  to  assess  the  company's
                          efforts in these areas and demonstrate  that the
                          company is assessing how  sustainability  issues
                          could  impact   long-term   shareholder   value.
                          Therefore,  while we note that the  company  has
                          made an effort to  increase  its  disclosure  on
                          some of the issues  set forth in this  proposal,
                          we  believe  that  a  comprehensive   report  on
                          social,     environmental,      and     economic
                          sustainability  could benefit the company in the
                          long   term.   As  such,   we   recommend   that
                          shareholders support this request.
                 6     Adopt MacBride Principles             Against    Against                ShrHoldr
                 7     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)
                 8     Report on Animal Welfare Standards    Against    Against                ShrHoldr


05/10/04 - A     Zimmer Holdings Inc *ZMH*        98956P102                          03/15/04               639
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Larry C. Glasscock
                       --- Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  independent  outsiders John L.  McGoldrick
                          and Larry C.  Glasscock for failure to implement
                          the  proposal  to submit  the  company's  poison
                          pill to a shareholder vote.
                 1.2   Elect Director John L. McGoldrick
                       --- Withhold
                 2     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In  this  case,   the  company's  pill  was  not
                          approved  by  shareholders,  nor does it  embody
                          the  features  that we  recommend.  We therefore
                          agree with the  proponent  that the current pill
                          should be put to a shareholder vote.
                 3     Ratify Auditors                       Against    For                    ShrHoldr
                          We  can  see  no   compelling   reason  why  the
                          company's  shareholders  should not be given the
                          right  to  a  non-binding  ratification  of  the
                          independent  auditor  selected by the  company's
                          audit committee.


04/30/04 - A     Zions Bancorporation *ZION*      989701107                          02/23/04               100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Roger B. Porter ---
                       For
                 1.2   Elect Director L. E. Simmons --- For
                 1.3   Elect Director Steven C.
                       Wheelwright --- 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.



                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT BALANCED FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                    Security    Rec        Cast        Date                 Voted
- ---------------- -------------------------------- ----------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

08/21/03 - A     Adaptec, Inc. *ADPT*             00651F108                          06/25/03             4,500
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Carl J. Conti --- For
                 1.2   Elect Director Victoria L. Cotten
                       --- For
                 1.3   Elect Director Lucie J. Fjeldstad
                       --- Withhold
                          WITHHOLD votes from audit  committee  members for
                          paying excessive non-audit fees.
                 1.4   Elect Director Joseph S. Kennedy ---
                       For
                 1.5   Elect Director Ilene H. Lang ---
                       Withhold
                          WITHHOLD votes from audit  committee  members for
                          paying excessive non-audit fees.
                 1.6   Elect Director Robert J. Loarie ---
                       Withhold
                 1.7   Elect Director Robert N. Stephens
                       --- For
                          WITHHOLD votes from audit  committee  members for
                          paying excessive non-audit fees.
                 1.8   Elect Director Dr. Douglas E. Van
                       Houweling --- For
                 2     Amend Employee Stock Purchase Plan     For        For
                 3     Ratify Auditors                        For        Against


08/05/03 - A     Alliant Techsystems Inc. *ATK*   018804104                          06/10/03               400
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For
                       Shareholder Proposal
                 3     Report on Space-Based Weapons          Against    Against


07/31/03 - A     Barra, Inc. *BARZ*               068313105                          06/03/03               700
                 1     Elect Directors                        For        For
                 2     Amend Non-Employee Director Stock      For        For
                       Option Plan
                 3     Ratify Auditors                        For        For


09/19/03 - A     Casey's General Stores, Inc.     147528103                          08/01/03             6,700
                 *CASY*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Donald F. Lamberti
                       --- For
                 1.2   Elect Director John G. Harmon --- For
                 1.3   Elect Director Kenneth H. Haynie ---
                       Withhold
                          WITHHOLD   votes  from   Kenneth  H.  Haynie  for
                          standing as an affiliated  outsider on the Audit,
                          Compensation and Nominating committees.
                 1.4   Elect Director John P. Taylor --- For
                 1.5   Elect Director Ronald M. Lamb --- For
                 1.6   Elect Director John R. Fitzgibbon
                       --- For
                 1.7   Elect Director Patricia Clare
                       Sullivan --- For


09/03/03 - A     Commonwealth Telephone           203349105                          06/20/03             1,300
                 Enterprises, Inc. *CTCO*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Walter Scott, Jr. ---
                       For
                 1.2   Elect Director David C. Mitchell ---
                       For
                 1.3   Elect Director David C. McCourt ---
                       Withhold
                          WITHHOLD  votes from David C. McCourt for failure
                          to establish an independent nominating committee.
                 1.4   Elect Director Daniel E. Knowles ---
                       For
                 2     Ratify Auditors                        For        For
                 3     Convert Class B common shares into     For        For
                       common shares
                 4     Adjourn Meeting                        For        Against


08/11/03 - A     Computer Sciences Corporation    205363104                          06/13/03            18,700
                 *CSC*
                 1     Elect Directors                        For        For


07/24/03 - A     Consolidated Graphics, Inc.      209341106                          06/09/03             4,800
                 *CGX*
                 1     Elect Directors                        For        For


07/18/03 - A     Dell Inc. *DELL*                 247025109                          05/23/03            69,300
                 1     Elect Directors                        For        For
                 2     Declassify the Board of Directors      For        Against
                 3     Change Company Name                    For        For
                 4     Approve Executive Incentive Bonus      For        For
                       Plan


09/22/03 - A     General Mills, Inc. *GIS*        370334104                          07/24/03           102,400
                 1     Elect Directors                        For        For
                 1.1   Elect Director Stephen R. Demeritt
                       --- For
                 1.2   Elect Director Livio D. DeSimone ---
                       For
                 1.3   Elect Director William T. Esrey ---
                       For
                 1.4   Elect Director Raymond V. Gilmartin
                       --- For
                 1.5   Elect Director Judith Richards Hope
                       --- For
                 1.6   Elect Director Robert L. Johnson ---
                       For
                 1.7   Elect Director John M. Keenan --- For
                 1.8   Elect Director Heidi G. Miller ---
                       For
                 1.9   Elect Director Hilda
                       Ochoa-Brillembourg --- For
                 1.10  Elect Director Stephen W. Sanger ---
                       For
                 1.11  Elect Director A. Michael Spence ---
                       For
                 1.12  Elect Director Dorothy A. Terrell
                       --- For
                 1.13  Elect Director Raymond G. Viault ---
                       For
                 1.14  Elect Director Paul S. Walsh --- For
                 2     Ratify Auditors                        For        For
                 3     Approve Omnibus Stock Plan             For        For


09/29/03 - A     Herman Miller, Inc. *MLHR*       600544100                          08/01/03            50,700
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/11/03 - A     Lone Star Steakhouse & Saloon,   542307103                          05/29/03             1,800
                 Inc. *STAR*
                 1     Elect Directors                        For        For
                 2     Ratify Auditors                        For        For


07/30/03 - S     MAX RE CAPITAL LTD HAMILTON      G6052F103                          06/16/03             2,500
                 *MXRE*
                 1     Amend Bylaws Re: Shareholder Vote on   For        Against
                       Proposals Voted on by Shareholders
                       of Max Re Ltd.; Delete References to
                       Non-Voting Common Shares; Reduce
                       Limitation on Voting Rights of
                       Common Shares; Reduce Percentage of
                       Common Shares One Person May Own
                 2     Amend Bylaws Re: Prohibit a Director   For        For
                       from Appointing Alternate Directors
                       to Perform His or Her Duties or Act
                       as a Non-Voting Observer
                 3     Amend Bylaws Re: Reduce from 60        For        Against
                       Percent to 50 Percent the Total
                       Issued and Outstanding Common Shares
                       Required for a Quorum at a General
                       Meeting of the Company
                 4     Amend Bylaws Re: Make Future           For        Against
                       Amendments of the Bylaws Subject to
                       the Approval of a Majority of the
                       Votes Cast Instead of the Majority
                       of the Shares Entitled to Vote
                 5     Amend Bylaws Re: Make Certain          For        For
                       Changes to Update the Provisions of
                       the Bylaws
                 6     Transact Other Business (Non-Voting)   None       None


08/28/03 - A     Medtronic, Inc. *MDT*            585055106                          07/03/03            34,600
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Richard H. Anderson
                       --- For
                 1.2   Elect Director Michael R. Bonsignore
                       --- For
                 1.3   Elect Director Gordon M. Sprenger
                       --- Withhold
                 2     Ratify Auditors                        For        For
                 3     Approve Omnibus Stock Plan             For        For
                 4     Approve Executive Incentive Bonus      For        For
                       Plan


07/10/03 - S     Methode Electronics, Inc.        591520200                          06/05/03             4,600
                 *METHA*
                 1     Approve Tender Offer to Purchase All   For        For
                       Outstanding Shares of Class B common
                       Stock


07/08/03 - A     Nautica Enterprises, Inc.        639089101                          05/29/03             3,300
                       DISSIDENT PROXY (GREEN CARD)
                 1     Elect Directors (Opposition Slate)     For        For
                 2     Elect Directors (Opposition Slate)     For        For
                 3     Ratify Auditors                        For        For
                 4     Authorize stockholders holding 10%     For        For
                       or more of common stock to call
                       special meetings
                       MANAGEMENT PROXY (WHITE CARD)
                 1     Elect Directors                        For        DoNotVote
                 2     Ratify Auditors                        For        DoNotVote


09/17/03 - A     PLATINUM UNDERWRITERS HOLDINGS   G7127P100                          08/01/03             1,700
                 LTD *PTP*
                 1     Elect H. Baldwin, J. Bank, D.          For        For
                       Carmichael, N. Currie, J. Fishman,
                       G. Morrison, S. Newman, and P.
                       Pruitt as Directors
                 2a    Elect G. Morrison as Director of       For        For
                       Platinum Underwriters Bermuda, Ltd.
                 2b    Elect M. Price as Director of          For        For
                       Platinum Underwriters Bermuda, Ltd.
                 2c    Elect W. Robble as Director of         For        For
                       Platinum Underwriters Bermuda, Ltd.
                 3a    Elect G. Morrison as Director of       For        For
                       Platinum Re (UK) Ltd.
                 3b    Elect C. Pettengell as Director of     For        For
                       Platinum Re (UK) Ltd.
                 3c    Elect R. Porter as Director of         For        For
                       Platinum Re (UK) Ltd.
                 4     Approve Section 162(m) Performance     For        For
                       Incentive Plan
                 5     Ratify KPMG as Auditors                For        For


07/25/03 - A     Steris Corp. *STE*               859152100                          05/29/03             1,100
                 1     Elect Directors                        For        For
                       Shareholder Proposal
                 2     Declassify the Board of Directors      Against    Against


07/15/03 - A     Stratex Networks, Inc. *STXN*    86279T109                          05/22/03            21,200
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Richard C. Alberding
                       --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of Richard C.  Alberding.  We recommend
                          that shareholders  WITHHOLD votes from Richard C.
                          Alberding for standing as an affiliated  outsider
                          on the Audit Committee.
                 1.2   Elect Director John W. Combs --- For
                 1.3   Elect Director William A. Hasler ---
                       For
                 1.4   Elect Director Charles D. Kissner
                       --- For
                 1.5   Elect Director James D. Meindl,
                       Ph.D. --- For
                 1.6   Elect Director V. Frank Mendicino
                       --- For
                 1.7   Elect Director Edward F. Thompson
                       --- For
                 2     Approve Option Exchange Program        For        For


07/01/03 - A     The Men's Wearhouse, Inc. *MW*   587118100                          05/14/03             2,300
                 1     Elect Directors                        For        Split
                 1.1   Elect Director George Zimmer --- For
                 1.2   Elect Director David H. Edwab --- For
                 1.3   Elect Director Rinaldo S. Brutoco
                       --- Withhold
                          WITHHOLD   votes  from  Rinaldo  S.  Brutoco  for
                          standing  as  an   affiliated   outsider  on  the
                          Compensation   and   Nominating   and   Corporate
                          Governance committees.
                 1.4   Elect Director Michael L. Ray, Ph.D.
                       --- Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Michael  L.  Ray,  Ph.D.  for  paying   excessive
                          non-audit fees.
                 1.5   Elect Director Sheldon I. Stein ---
                       Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Sheldon I. Stein for paying  excessive  non-audit
                          fees.
                 1.6   Elect Director Kathleen Mason ---
                       Withhold
                          WITHHOLD  votes  from  Audit   Committee   member
                          Kathleen  Mason for  paying  excessive  non-audit
                          fees.
                       Shareholder Proposal
                 2     Implement and Monitor Code of          Against    Against
                       Corporate Conduct - ILO Standards
                       Management Proposal
                 3     Ratify Auditors                        For        Against


07/21/03 - A     Triumph Group, Inc. *TGI*        896818101                          05/30/03             1,000
                 1     Elect Directors                        For        Split
                 1.1   Elect Director Richard C. Ill ---
                       Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception of insider  Richard C. Ill for standing
                          as an insider on the Nominating Committee.
                 1.2   Elect Director John R. Bartholdson
                       --- For
                 1.3   Elect Director Richard C. Gozon ---
                       For
                 1.4   Elect Director Claude F. Kronk ---
                       For
                 1.5   Elect Director Joseph M. Silvestri
                       --- For
                 1.6   Elect Director William O. Albertini
                       --- For
                 1.7   Elect Director George S. Simpson ---
                       For
                 2     Ratify Auditors                        For        For


09/25/03 - A     Westell Technologies, Inc.       957541105                          08/04/03             5,400
                 *WSTL*
                 1     Elect Directors                        For        Split
                 1.1   Elect Director John W. Seazholtz ---
                       Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Melvin J.  Simon,  Robert C. Penny
                          III, E. Van Cullens,  and John W.  Seazholtz  for
                          failure to  establish an  independent  nominating
                          committee.  also We recommend  that  shareholders
                          WITHHOLD  votes from Melvin J. Simon for standing
                          as an  insider  on  the  Audit  and  Compensation
                          committees,  and Robert C. Penny III, and John W.
                          Seazholtz   for   standing  as  insiders  on  the
                          Compensation Committee.
                 1.2   Elect Director Paul A. Dwyer, Jr.
                       --- For
                 1.3   Elect Director E. Van Cullens ---
                       Withhold
                 1.4   Elect Director Robert C. Penny III
                       --- Withhold
                 1.5   Elect Director Roger L. Plummer ---
                       For
                 1.6   Elect Director Bernard F.
                       Sergesketter --- For
                 1.7   Elect Director Melvin J. Simon ---
                       Withhold
                 2     Permit Stockholders Holding 25% or     For        For
                       more of the Companies Voting Power
                       to Call a Special Meeting
                 3     Amend Bylaws to Eliminate Provisions   For        For
                       from Selling Securities Having
                       Forward Pricing Provisions




                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT BALANCED FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

12/18/03 - S     Allied Waste Industries, Inc.     019589308                         11/03/03             2,500
                 *AW*
                 1      Approve Conversion of Securities      For        For


12/18/03 - S     Apache Corp. *APA*                037411105                         10/29/03            10,509
                 1      Increase Authorized Common Stock      For        For


11/20/03 - A     CACI International, Inc. *CAI*    127190304                         09/24/03               700
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


11/05/03 - A     Cardinal Health, Inc. *CAH*       14149Y108                         09/08/03            10,300
                 1      Elect Directors                       For        For


11/11/03 - A     Cisco Systems, Inc. *CSCO*        17275R102                         09/12/03           185,300
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For
                        Shareholder Proposals
                 4      Report on Company Products Used by    Against    Against
                        the Government to Monitor the
                        Internet
                 5      Report on Pay Disparity               Against    Against


11/20/03 - A     Corinthian Colleges, Inc.         218868107                         10/01/03               500
                 *COCO*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Paul R. St. Pierre
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exception  of Paul R. St.  Pierre,  from  whom we
                          recommend   shareholders   WITHHOLD   votes   for
                          failure to  establish an  independent  nominating
                          committee.
                 1.2    Elect Director Linda Arey Skladany,
                        Esq. --- For
                 2      Increase Authorized Common Stock      For        For
                 3      Approve Omnibus Stock Plan            For        For
                 4      Ratify Auditors                       For        For


10/24/03 - A     Dionex Corp. *DNEX*               254546104                         09/08/03             1,800
                 1      Elect Directors                       For        For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Ratify Auditors                       For        For


11/25/03 - A     Dycom Industries, Inc. *DY*       267475101                         10/03/03             3,000
                 1      Elect Directors                       For        For
                 1.1    Elect Director Steven E. Nielsen
                        --- For
                 1.2    Elect Director Stephen C. Coley ---
                        For
                 2      Approve Omnibus Stock Plan            For        For


12/04/03 - S     Encore Medical Corp. *ENMC*       29256E109                         10/20/03             6,350
                 1      Increase Authorized Common Stock      For        For
                 2      Amend Stock Option Plan               For        For
                 3      Other Business                        For        Against


11/17/03 - A     Ethan Allen Interiors Inc.        297602104                         09/26/03             1,500
                 *ETH*
                 1      Elect Director Frank G. Wisner        For        For
                 2      Ratify Auditors                       For        For


11/20/03 - S     Evergreen Resources, Inc. *EVG*   299900308                         09/26/03             1,800
                 1      Increase Authorized Common Stock      For        For


10/28/03 - S     First Data Corp. *FDC*            319963104                         09/08/03           103,700
                 1      Approve Merger Agreement              For        For


11/06/03 - A     G&K Services, Inc. *GKSRA*        361268105                         09/10/03               800
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For
                        Shareholder Proposal
                 3      Declassify the Board of Directors     Against    Against


10/22/03 - A     Global Payments, Inc. *GPN*       37940X102                         08/25/03            25,300
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Raymond L. Killian,
                        Jr. as Class I Director --- For
                          We  recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Gillian  H.
                          Denham. We recommend that  shareholders  WITHHOLD
                          votes from  Gillian H. Denham for  standing as an
                          affiliated   outsider  on  the  Compensation  and
                          Nominating committees.
                 1.2    Elect Director Michael W. Trapp as
                        Class II Director --- For
                 1.3    Elect Director Gerald J. Wilkins as
                        Class II Director --- For
                 1.4    Elect Director Alex W. Hart as
                        Class III Director --- For
                 1.5    Elect Director William I. Jacobs as
                        Class III Director --- For
                 1.6    Elect Director Gillian H. Denham as
                        Class III Director --- Withhold
                 1.7    Elect Director Alan M. Silberstein
                        as Class III Director --- For


11/12/03 - A     Harman International              413086109                         09/15/03               700
                 Industries, Inc. *HAR*
                 1      Elect Directors                       For        For
                 2      Approve Stock Split                   For        For


11/10/03 - A     Hyperion Solutions Corp. *HYSL*   44914M104                         09/16/03             1,200
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


11/24/03 - A     International Rectifier Corp.     460254105                         09/26/03               800
                 *IRF*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Omnibus Stock Plan              For        Against
                 4      Ratify Auditors                       For        For


10/20/03 - S     Legato Systems, Inc.              524651106                         09/05/03             1,400
                 1      Approve Merger Agreement              For        For
                 2      Adjourn Meeting                       For        Against


11/25/03 - S     MAF Bancorp, Inc. *MAFB*          55261R108                         10/06/03             1,400
                 1      Approve Merger Agreement              For        For
                 2      Approve Omnibus Stock Plan            For        Against


11/07/03 - A     MatrixOne, Inc. *MONE*            57685P304                         09/09/03             4,200
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Amend Employee Stock Purchase Plan    For        For
                 4      Ratify Auditors                       For        For


11/19/03 - A     Medicis Pharmaceutical Corp.      584690309                         10/10/03               700
                 *MRX*
                 1      Elect Directors                       For        Withhold
                 1.1    Elect Director Arthur G. Altschul,
                        Jr. --- Withhold
                          We  recommend  withholding  votes from all of the
                          nominees.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Audit  Committee   members
                          Philip S. Schein,  M.D.  and Arthur G.  Altschul,
                          Jr. for paying excessive non-audit fees.
                 1.2    Elect Director Philip S. Schein,
                        M.D. --- Withhold
                 2      Increase Authorized Common Stock      For        Against
                 3      Ratify Auditors                       For        Against


11/17/03 - S     Mercury Computer Systems, Inc.    589378108                         10/03/03             1,600
                 *MRCY*
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Amend Stock Option Plan               For        For


11/11/03 - A     Microsoft Corp. *MSFT*            594918104                         09/12/03           286,700
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William H. Gates,
                        III --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of Jon A.  Shirley.  We recommend  that
                          shareholders  WITHHOLD  votes from Jon A. Shirley
                          for  standing  as an  affiliated  outsider on the
                          Audit Committee.
                 1.2    Elect Director Steven A. Ballmer
                        --- For
                 1.3    Elect Director James I. Cash, Jr.,
                        Ph.D. --- For
                 1.4    Elect Director Raymond V. Gilmartin
                        --- For
                 1.5    Elect Director Ann McLaughlin
                        Korologos --- For
                 1.6    Elect Director David F. Marquardt
                        --- For
                 1.7    Elect Director Charles H. Noski ---
                        For
                 1.8    Elect Director Dr. Helmut Panke ---
                        For
                 1.9    Elect Director Wm. G. Reed, Jr. ---
                        For
                 1.10   Elect Director Jon A. Shirley ---
                        Withhold
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Non-Employee Director Stock     For        For
                        Option Plan
                        Shareholder Proposal
                 4      Refrain from Giving Charitable        Against    Against
                        Contributions


10/13/03 - A     Oracle Corp. *ORCL*               68389X105                         08/21/03           146,100
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Ratify Auditors                       For        For
                 4      Amend Non-Employee Director Omnibus   For        For
                        Stock Plan
                        Shareholder Proposal
                 5      Implement China Principles            Against    Against


10/28/03 - A     Perrigo Co. *PRGO*                714290103                         09/02/03             2,900
                 1      Elect Directors                       For        For
                 1.1    Elect Director Gary M. Cohen --- For
                 1.2    Elect Director David T. Gibbons ---
                        For
                 1.3    Elect Director Judith A. Hemberger
                        --- For
                 2      Approve Omnibus Stock Plan            For        For


10/30/03 - A     Regis Corp. *RGS*                 758932107                         09/19/03             1,600
                 1      Elect Directors                       For        For


11/13/03 - A     Resmed, Inc. *RMD*                761152107                         09/15/03             1,000
                 1      Elect Directors                       For        For
                 2      Approve Employee Stock Purchase Plan  For        For
                 3      Approve Increase in Non-Executive     For        For
                        Director Fees
                 4      Ratify Auditors                       For        For


11/18/03 - A     Respironics, Inc. *RESP*          761230101                         10/03/03               900
                 1      Elect Directors                       For        For
                 1.1    Elect Director Joseph C. Lawyer ---
                        For
                          We recommend  shareholders vote FOR Sean McDonald
                          but WITHHOLD votes from Audit  Committee  members
                          John C. Miles II and Joseph C.  Lawyer for paying
                          excessive non-audit fees.
                 1.2    Elect Director Sean McDonald --- For
                 1.3    Elect Director John C. Miles II ---
                        For
                 2      Ratify Auditors                       For        For
                 3      Amend Omnibus Stock Plan              For        For


12/10/03 - A     Robbins & Myers, Inc. *RBN*       770196103                         10/17/03               800
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


10/07/03 - A     Ruby Tuesday, Inc. *RI*           781182100                         08/12/03             3,000
                 1      Elect Directors                       For        For
                 1.1    Elect Director Dr. Donald Ratajczak
                        --- For
                 1.2    Elect Director Samuel E. Beall, III
                        --- For
                 1.3    Elect Director Claire L. Arnold ---
                        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Impact of Genetically       Against    Against
                        Engineered Foods


10/23/03 - A     Techne Corp. *TECH*               878377100                         09/12/03             1,300
                 1      Fix Number of Directors               For        For
                 2      Elect Directors                       For        Split
                 2.1    Elect Director Thomas E. Oland ---
                        For
                 2.2    Elect Director Roger C. Lucas,
                        Ph.D. --- Withhold
                          WITHHOLD  votes from Roger C.  Lucas,  Ph.D.  for
                          standing  as  an   affiliated   outsider  on  the
                          Nominating Committee.
                 2.3    Elect Director Howard V. O'Connell
                        --- For
                 2.4    Elect Director G. Arthur Herbert
                        --- For
                 2.5    Elect Director Randolph C. Steer,
                        M.D., Ph.D. --- For
                 2.6    Elect Director Christopher S.
                        Henney, D.Sc., Ph.D. --- For
                 2.7    Elect Director Robert V.
                        Baumgartner, C.P.A. --- For


12/04/03 - A     The Hain Celestial Group, Inc.    405217100                         10/31/03             1,000
                 *HAIN*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Irwin D. Simon ---
                        For
                          We  recommend a vote FOR the  directors  with the
                          exceptions  of Larry S.  Zilavy,  Roger  Meltzer,
                          Joseph Jimenez,  Marina Hahn,  James S. Gold, and
                          Jack   Futterman.   We   recommend   shareholders
                          WITHHOLD  votes from Roger  Meltzer  and James S.
                          Gold for standing as affiliated  outsiders on the
                          Compensation  Committee,  from Roger  Meltzer and
                          Joseph   Jimenez  for   standing  as   affiliated
                          outsiders on the Nominating  Committee,  and from
                          Audit Committee  members Larry S. Zilavy,  Marina
                          Hahn,  and Jack  Futterman  for paying  excessive
                          non-audit fees.
                 1.2    Elect Director Beth L. Bronner ---
                        For
                 1.3    Elect Director Jack Futterman ---
                        Withhold
                 1.4    Elect Director Daniel R. Glickman
                        --- For
                 1.5    Elect Director James S. Gold ---
                        Withhold
                 1.6    Elect Director Marina Hahn ---
                        Withhold
                 1.7    Elect Director Neil Harrison --- For
                 1.8    Elect Director Andrew R. Heyer ---
                        For
                 1.9    Elect Director Joseph Jimenez ---
                        Withhold
                 1.10   Elect Director Roger Meltzer ---
                        Withhold
                 1.11   Elect Director Larry S. Zilavy ---
                        Withhold
                 2      Amend Omnibus Stock Plan              For        Against
                 3      Amend Non-Employee Director Stock     For        Against
                        Option Plan
                 4      Ratify Auditors                       For        Against
                          Percentage   of  total   fees   attributable   to
                          nonaudit work: 54.33 percent.


12/09/03 - A     Thor Industries, Inc. *THO*       885160101                         10/21/03               800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Neil D. Chrisman ---
                        For
                 1.2    Elect Director Alan Siegel ---
                        Withhold
                          WITHHOLD  votes from Alan Siegel for  standing as
                          an affiliated  outsider on the  Compensation  and
                          Nominating & Corporate Governance committees.
                 1.3    Elect Director Geoffrey A. Thomson
                        --- For
                 2      Increase Authorized Common Stock      For        Against
                 3      Approve Executive Incentive Bonus     For        For
                        Plan


11/17/03 - A     Watson Wyatt & Company Holdings   942712100                         10/03/03             1,100
                 *WW*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Amend Non-Employee Director Omnibus   For        For
                        Stock Plan
                 4      Other Business                        For        Against


12/16/03 - A     Wd-40 Company *WDFC*              929236107                         10/17/03               800
                 1      Elect Directors                       For        For
                 2      Amend Stock Option Plan               For        For
                 3      Approve Non-Employee Director         For        For
                        Restricted Stock Plan
                 4      Ratify Auditors                       For        For


12/19/03 - S     Wind River Systems, Inc. *WIND*   973149107                         11/21/03             4,900
                 1      Amend Omnibus Stock Plan              For        For





                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 31, 2004

THRIVENT BALANCED FUND

Mtg              Company/                                     Mgmt       Vote        Record              Shares
Date/Type        Ballot Issues                     Security   Rec        Cast        Date                 Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------

03/10/04 - A     Advanced Digital Information      007525108                         01/12/04             2,400
                 Corp. *ADIC*
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Amend Employee Stock Purchase Plan    For        For


01/23/04 - A     ADVO, Inc. *AD*                   007585102                         11/28/03               300
                 1      Elect Directors                       For        For
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


01/22/04 - A     Alberto-Culver Co. *ACV*          013068101                         12/01/03            31,900
                 1      Elect Directors                       For        For
                 2      Approve Executive Incentive Bonus     For        For
                        Plan
                 3      Amend Articles                        For        For
                 4      Increase Authorized Common Stock      For        For


03/24/04 - A     Applied Materials, Inc. *AMAT*    038222105                         01/30/04            42,200
                 1      Elect Directors                       For        For
                 2      Amend Omnibus Stock Plan              For        For


03/17/04 - S     Bank of America Corp. *BAC*       060505104                         01/26/04            49,900
                 1      Approve Merger Agreement              For        For
                 2      Amend Omnibus Stock Plan              For        For
                 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.


01/22/04 - A     BJ Services Company *BJS*         055482103                         12/05/03            25,500
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        For
                        Shareholder Proposal
                 3      Report on Foreign Operations Risk     Against    Against


01/09/04 - S     Countrywide Financial Corp.       222372104                         11/28/03             4,100
                 *CFC*
                 1      Increase Authorized Common Stock      For        For


02/02/04 - A     Fair Isaac Inc. *FIC*             303250104                         12/05/03               700
                 1      Elect Directors                       For        Split
                 1.1    Elect Director A. George Battle ---
                        For
                          A  substantial  majority of the board members are
                          independent  outsiders,  and key board committees
                          have no insiders or affiliated  outsiders.  While
                          we  commend  the board for  majority  independent
                          and key board  committees,  we are taking  action
                          on  the  employment   inducement  award  plan  as
                          described   below.        Employment   Inducement
                          Award        In   November   2003,   Fair   Isaac
                          announced   that  its  board  of  directors   has
                          approved  the 2003  Employment  Inducement  Award
                          Plan.  The plan  reserves 1.5 million  shares for
                          granting   inducement  stock  options  and  other
                          awards  that  meet  the  "employment   inducement
                          award"  provisions of the NYSE's recently revised
                          listing     standards.        The      employment
                          inducement  awards  will be  administered  by the
                          independent  compensation  committee members. The
                          1.5  million  employment  inducement  shares that
                          have been reserved  represent  3.2% of the common
                          shares  outstanding  as of  record  date.  At the
                          time  of  the  press  release,  the  company  had
                          granted   169,500   stock   options   to  53  new
                          employees in connection  with its  acquisition of
                          the assets of Seurat  Company and its  affiliated
                          companies.        We  support  the  NYSE  listing
                          reforms and  applauds  its efforts to improve the
                          corporate  governance  system.  While we  support
                          the  proposed  set of rules on the whole,  one of
                          our  concerns  is the  exemption  for  inducement
                          grants.  Companies may abuse the inducement grant
                          provision  and also  use it to avoid  shareholder
                          approval.  We believe that companies should grant
                          employment  inducement  awards  sparingly and use
                          it for few specific  identified  individuals.  In
                          this case,  Fair Isaac has  allocated  the number
                          of   employment   inducement   grants   prior  to
                          identifying  the specific  recipients.  Moreover,
                          shareholders    have   not   been   allowed   the
                          opportunity  to weigh in on the  approval  of the
                          plan to reserve these 1.5 million  shares,  which
                          represents a significant  number of the company's
                          common  shares  outstanding  as of  record  date.
                                  Therefore,   we   recommend   withholding
                          votes  from the  compensation  committee  members
                          (Alex W. Hart,  Philip G. Heasley and Margaret L.
                          Taylor)  who  administer  the  company's   equity
                          plans.        We   recommend   a  vote   FOR  all
                          directors except Alex W. Hart,  Philip G. Heasley
                          and Margaret L. Taylor.
                 1.2    Elect Director Tony J. Christianson
                        --- For
                 1.3    Elect Director Thomas G. Grudnowski
                        --- For
                 1.4    Elect Director Alex W. Hart ---
                        Withhold
                 1.5    Elect Director Philip G. Heasley
                        --- Withhold
                 1.6    Elect Director Guy R. Henshaw ---
                        For
                 1.7    Elect Director David S.P. Hopkins
                        --- For
                 1.8    Elect Director Margaret L. Taylor
                        --- Withhold
                 2      Increase Authorized Common Stock      For        For
                 3      Ratify Auditors                       For        For


01/15/04 - A     Family Dollar Stores, Inc.        307000109                         11/24/03            26,700
                 *FDO*
                 1      Elect Directors                       For        For
                 2      Approve Non-Employee Director Stock   For        For
                        Option Plan
                 3      Ratify Auditors                       For        For


02/04/04 - A     Florida Rock Industries, Inc.     341140101                         12/08/03             1,300
                 *FRK*
                 1      Elect Directors                       For        For


01/28/04 - A     Hutchinson Technology             448407106                         12/04/03             1,300
                 Incorporated *HTCH*
                 1      Elect Directors                       For        Split
                 1.1    Elect Director W. Thomas Brunberg
                        --- Withhold
                          We  recommend a vote FOR the  directors  with the
                          exceptions of  independent  outsiders  Richard B.
                          Solum, R. Frederick  McCoy,  Jr., Russell Huffer,
                          and  W.  Thomas   Brunberg.   We  recommend  that
                          shareholders  WITHHOLD  votes  from R.  Frederick
                          McCoy,   Jr.  for  poor   attendance   and  Audit
                          Committee  members  Richard  B.  Solum,   Russell
                          Huffer,   and  W.  Thomas   Brunberg  for  paying
                          excessive non-audit fees.
                 1.2    Elect Director Archibald Cox, Jr.
                        --- For
                 1.3    Elect Director Wayne M. Fortun ---
                        For
                 1.4    Elect Director Jeffrey W. Green ---
                        For
                 1.5    Elect Director Russell Huffer ---
                        Withhold
                 1.6    Elect Director R. Frederick McCoy,
                        Jr. --- Withhold
                 1.7    Elect Director William T. Monahan
                        --- For
                 1.8    Elect Director Richard B. Solum ---
                        Withhold
                 2      Ratify Auditors                       For        Against


03/23/04 - A     IDEX Corp. *IEX*                  45167R104                         02/17/04             1,800
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Paul E. Raether ---
                        Withhold
                          We  recommend  a vote  FOR Neil A.  Springer  and
                          Dennis   K.    Williams.    We   recommend   that
                          shareholders  WITHHOLD votes from Paul E. Raether
                          for  standing  as an  affiliated  outsider on the
                          nominating committee.
                 1.2    Elect Director Neil A. Springer ---
                        For
                 1.3    Elect Director Dennis K. Williams
                        --- For
                 2      Ratify Auditors                       For        For


01/26/04 - S     International Rectifier Corp.     460254105                         12/19/03               900
                 *IRF*
                 1      Increase Authorized Common Stock      For        For


02/10/04 - A     Jacobs Engineering Group Inc.     469814107                         01/05/04             1,100
                 *JEC*
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


02/12/04 - A     Kronos Inc. *KRON*                501052104                         12/17/03             1,100
                 1      Elect Directors                       For        For
                 1.1    Elect Director Richard J. Dumler
                        --- For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Samuel Rubinovitz
                        --- For
                 2      Amend Stock Option Plan               For        For
                 3      Ratify Auditors                       For        For
                 4      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


02/05/04 - A     MarineMax, Inc. *HZO*             567908108                         12/19/03             2,000
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/02/04 - A     Mesa Air Group, Inc. *MESA*       590479101                         01/09/04             3,000
                 1      Elect Directors                       For        For
                 2      Approve Omnibus Stock Plan            For        Against
                 3      Submit Shareholder Rights Plan        Against    For
                        (Poison Pill) to Shareholder Vote
                 4      Ratify Auditors                       For        For


01/06/04 - A     MSC Industrial Direct Co., Inc.   553530106                         12/01/03             2,900
                 *MSM*
                 1      Elect Directors                       For        For
                 2      Amend Restricted Stock Plan           For        For
                 3      Amend Stock Option Plan               For        For
                 4      Amend Stock Option Plan               For        For
                 5      Amend Stock Option Plan               For        For
                 6      Amend Employee Stock Purchase Plan    For        For
                 7      Ratify Auditors                       For        For


03/03/04 - A     Parametric Technology Corp.       699173100                         01/09/04            15,400
                 *PMTC*
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


02/27/04 - A     Piedmont Natural Gas Co., Inc.    720186105                         01/09/04               900
                 *PNY*
                 A.1    Elect Director Jerry W. Amos          For        For
                 A.2    Elect Director D. Hayes Clement       For        For
                 A.3    Elect Director Thomas E. Skains       For        For
                 A.4    Elect Director Frank B. Holding, Jr.  For        For
                 A.5    Elect Director David E. Shi           For        For
                 B      Ratify Auditors                       For        For
                 C      Approve/Amend Executive Incentive     For        For
                        Bonus Plan


01/29/04 - A     Planar Systems, Inc. *PLNR*       726900103                         12/12/03             2,000
                 1      Elect Directors                       For        For


02/11/04 - A     Plexus Corp. *PLXS*               729132100                         12/12/03             1,900
                 1      Elect Directors                       For        For
                 2      Ratify Auditors                       For        For


03/26/04 - A     Quiksilver, Inc. *ZQK*            74838C106                         02/06/04             3,600
                 1      Elect Directors                       For        Split
                 1.1    Elect Director William M. Barnum,
                        Jr. --- For
                          We  recommend a vote FOR the  directors  with the
                          exception of independent  outsider Franck Riboud,
                          affiliated  outsiders Robert G. Kirby, Charles E.
                          Crowe,  and  insiders  Robert B.  McKnight,  Jr.,
                          Bernard Mariette.  We recommend that shareholders
                          WITHHOLD   votes  from  Franck  Riboud  for  poor
                          attendance,  Robert G. Kirby for  standing  as an
                          affiliated    outsider    on   the    Audit   and
                          Compensation   committees   and  for  failure  to
                          establish  a  majority   independent  board,  and
                          Charles E.  Crowe,  Robert B.  McKnight,  Jr. and
                          Bernard  Mariette  for  failure  to  establish  a
                          majority independent board.
                 1.2    Elect Director Charles E. Crowe ---
                        Withhold
                 1.3    Elect Director Michael H. Gray ---
                        For
                 1.4    Elect Director Robert G. Kirby ---
                        Withhold
                 1.5    Elect Director Bernard Mariette ---
                        Withhold
                 1.6    Elect Director Robert B. McKnight,
                        Jr. --- Withhold
                 1.7    Elect Director Franck Riboud ---
                        Withhold
                 1.8    Elect Director Tom Roach --- For
                 2      Amend Omnibus Stock Plan              For        For
                 3      Approval of the Terms of the          For        For
                        Executive Incentive Plan


02/12/04 - A     Raymond James Financial, Inc.     754730109                         12/15/03             2,000
                 *RJF*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Angela M. Biever ---
                        For
                          We recommend a vote FOR the directors.
                 1.2    Elect Director Jonathan A. Bulkley
                        --- For
                 1.3    Elect Director Francis S. Godbold
                        --- For
                 1.4    Elect Director H. William
                        Habermeyer, Jr. --- For
                 1.5    Elect Director Chet Helck --- For
                 1.6    Elect Director Harvard H. Hill,
                        Jr., CFP --- For
                 1.7    Elect Director Thomas A. James ---
                        For
                 1.8    Elect Director Dr. Paul W. Marshall
                        --- For
                 1.9    Elect Director Kenneth A. Shields
                        --- For
                 1.10   Elect Director Hardwick Simmons ---
                        For
                 2      Approve Incentive Compensation        For        For
                        Criteria for Certain Executive
                        Officers
                          Because  qualification  of  the  above  incentive
                          compensation  criteria  under 162(m) will provide
                          the company with tax deductibility,  we recommend
                          a vote FOR this proposal.
                 3      Ratify Auditors                       For        For


03/30/04 - A     Skyworks Solutions, Inc. *SWKS*   83088M102                         01/30/04               454
                 1      Elect Directors                       For        For
                 1.1    Elect Director Kevin L. Beebe ---
                        For
                 1.2    Elect Director Timothy R. Furey ---
                        For
                 1.3    Elect Director David J. Mclachlan
                        --- For
                 2      Ratify Auditors                       For        For
                 3      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


02/06/04 - A     Sybron Dental Specialties, Inc.   871142105                         12/17/03             1,800
                 *SYD*
                 1      Elect Directors                       For        For


02/26/04 - A     Tetra Tech, Inc. *TTEK*           88162G103                         12/29/03             2,100
                 1      Elect Directors                       For        For
                 2      Amend Employee Stock Purchase Plan    For        For
                 3      Ratify Auditors                       For        For


03/12/04 - A     The Toro Company *TTC*            891092108                         01/14/04               700
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert C. Buhrmaster
                        --- For
                 1.2    Elect Director Winslow H. Buxton
                        --- For
                 1.3    Elect Director Robert H. Nassau ---
                        For
                 1.4    Elect Director Christopher A.
                        Twomey --- For
                 2      Ratify Auditors                       For        For
                 3      Other Business                        For        Against
                          As we cannot  know the  content of these  issues,
                          we do not  recommend  that  shareholders  approve
                          this request.


02/04/04 - A     Varian Inc *VARI*                 922206107                         12/12/03             1,200
                 1      Elect Directors                       For        For
                 1.1    Elect Director John G. McDonald ---
                        For
                 1.2    Elect Director Wayne R. Moon --- For
                 2      Approve/Amend Executive Incentive     For        For
                        Bonus 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.


02/10/04 - A     Varian Semiconductor Equipment    922207105                         12/15/03             1,000
                 Associates, Inc. *VSEA*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Robert W. Dutton ---
                        For
                          We recommend a vote FOR the directors.
                 2      Amend Omnibus Stock Plan              For        For
                          The cost  associated  with the  proposed  100,000
                          shares of performance units,  performance shares,
                          and/or   restricted  stock  is  included  in  the
                          calculations  below.  As such,  because the total
                          cost of the  company's  plans of 9.95  percent is
                          within  the  allowable  cap for this  company  of
                          12.31  percent,  we  recommend  a vote  FOR  this
                          proposal.
                 3      Amend Omnibus Stock Plan              For        For
                          The  total  cost of the  company's  plans of 9.95
                          percent  is  within  the  allowable  cap for this
                          company of 12.31 percent.
                 4      Ratify Auditors                       For        For


01/14/04 - A     Walgreen Co. *WAG*                931422109                         11/17/03           240,000
                 1      Elect Directors                       For        For
                 1.1    Elect Director David W. Bernauer
                        --- For
                 1.2    Elect Director William C. Foote ---
                        For
                 1.3    Elect Director James J. Howard ---
                        For
                 1.4    Elect Director Alan G. McNally ---
                        For
                 1.5    Elect Director Cordell Reed --- For
                 1.6    Elect Director Jeffrey A. Rein ---
                        For
                 1.7    Elect Director David Y. Schwartz
                        --- For
                 1.8    Elect Director John B. Schwemm ---
                        For
                 1.9    Elect Director Marilou M. von
                        Ferstel --- For
                 1.10   Elect Director Charles R. Walgreen
                        III --- For
                 2      Approve Non-Employee Director         For        Against
                        Omnibus Stock Plan
                          The total cost of the company's plans,  including
                          the amended  and  restated  nonemployee  director
                          stock  plan  and  other  ongoing  plans,  of 7.70
                          percent  is  above  the  allowable  cap for  this
                          company of 5.13 percent.


01/21/04 - A     Washington Federal, Inc. *WFSL*   938824109                         11/28/03             1,620
                 1      Elect Directors                       For        Split
                 1.1    Elect Director Thomas F. Kenney ---
                        For
                 1.2    Elect Director Derek L. Chinn ---
                        Withhold
                          WITHHOLD  votes from Derek L. Chinn for  standing
                          as an affiliated  outsider on the Audit Committee
                          and  W.   Alden   Harris  for   standing   as  an
                          affiliated    outsider   on   the    Compensation
                          Committee.
                 1.3    Elect Director W. Alden Harris ---
                        Withhold
                 1.4    Elect Director Guy C. Pinkerton ---
                        For
                 2      Ratify Auditors                       For        For


01/13/04 - A     Winnebago Industries, Inc.        974637100                         11/10/03               500
                 *WGO*
                 1      Elect Directors                       For        For
                 1.1    Elect Director Joseph W. England
                        --- For
                 1.2    Elect Director Irvin E. Aal --- For
                 2      Approve Omnibus Stock Plan            For        For





                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT BALANCED FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

05/11/04 - A     3M CO *MMM*                      88579Y101                          03/12/04            16,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward A. Brennan
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of insider W.  James  McNerney,  Jr.
                          and  independent  outsiders  Kevin W. Sharer and
                          Edward   A.   Brennan.    We   recommend    that
                          shareholders   WITHHOLD   votes  from  W.  James
                          McNerney,  Jr.,  Kevin W. Sharer,  and Edward A.
                          Brennan for failure to  implement  the  proposal
                          to  submit  the  company's   poison  pill  to  a
                          shareholder vote.
                 1.2   Elect Director Michael L. Eskew ---
                       For
                 1.3   Elect Director W. James McNerney,
                       Jr. --- Withhold
                 1.4   Elect Director Kevin W. Sharer ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/23/04 - A     Abbott Laboratories *ABT*        002824100                          02/25/04            21,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Drug Pricing                          Against    Against                ShrHoldr
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


05/20/04 - A     Advanced Fibre Communications,   00754A105                          03/23/04             1,200
                 Inc. *AFCI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     ADVANCED MEDICAL OPTICS INC      00763M108                          03/26/04             2,100
                 *AVO*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


06/16/04 - A     Aeropostale, Inc *ARO*           007865108                          04/29/04             1,300
                 1     Classify the Board of Directors       For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


05/03/04 - A     AFLAC Incorporated *AFL*         001055102                          02/25/04            62,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Daniel P. Amos ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Michael H.  Armacost.  We recommend
                          that  shareholders  WITHHOLD  votes from Michael
                          H. Armacost for poor attendance.
                 1.2   Elect Director John Shelby Amos II
                       --- For
                 1.3   Elect Director Michael H. Armacost
                       --- Withhold
                 1.4   Elect Director Kriss Cloninger III
                       --- For
                 1.5   Elect Director Joe Frank Harris ---
                       For
                 1.6   Elect Director Elizabeth J. Hudson
                       --- For
                 1.7   Elect Director Kenneth S. Janke,
                       Sr. --- For
                 1.8   Elect Director Douglas W. Johnson
                       --- For
                 1.9   Elect Director Robert B. Johnson
                       --- For
                 1.10  Elect Director Charles B. Knapp ---
                       For
                 1.11  Elect Director Hidefumi Matsui ---
                       For
                 1.12  Elect Director Nobuhiro Mori --- For
                 1.13  Elect Director E. Stephen Purdom,
                       M.D. --- For
                 1.14  Elect Director Barbara K. Rimer,
                       Ph.D. --- For
                 1.15  Elect Director Marvin R. Schuster
                       --- For
                 1.16  Elect Director Glenn Vaughn, Jr.
                       --- For
                 1.17  Elect Director Robert L. Wright ---
                       For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Altria Group, Inc. *MO*          02209S103                          03/08/04           137,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Product Warnings for        Against    Against                ShrHoldr
                       Pregnant Women
                 4     Report on Health Risks Associated     Against    Against                ShrHoldr
                       with Cigarette Filters
                 5     Political Contributions/Activities    Against    Against                ShrHoldr
                 6     Cease Use of Light and Ultra Light    Against    Against                ShrHoldr
                       in Cigarette Marketing
                 7     Place Canadian Style Warnings on      Against    Against                ShrHoldr
                       Cigarette Packaging
                 8     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/20/04 - A     AMB Property Corp. *AMB*         00163T109                          03/05/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Ambac Financial Group, Inc.      023139108                          03/09/04            15,600
                 *ABK*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     American Express Co. *AXP*       025816109                          02/27/04            99,000
                 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,  we take 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 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.


05/19/04 - A     American International Group,    026874107                          03/26/04           114,262
                 Inc. *AIG*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Approve Non-Employee Director Stock   For        For                    Mgmt
                       Option Plan
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Divest from Tobacco Equities          Against    Against                ShrHoldr
                 7     Link Executive Compensation to        Against    Against                ShrHoldr
                       Predatory Lending


06/10/04 - A     American Power Conversion        029066107                          04/14/04            51,000
                 Corp. *APCC*
                 1     Fix Number of Directors               For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director Rodger B. Dowdell,
                       Jr. --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions of insiders  Rodger B. Dowdell,  Jr.,
                          Emanuel E.  Landsman and Neil E.  Rasmussen  and
                          affiliated  outsider Ervin F. Lyon. We recommend
                          that shareholders  WITHHOLD votes from Rodger B.
                          Dowdell,  Jr.,  Emanuel E.  Landsman and Neil E.
                          Rasmussen  for  failure to  establish a majority
                          independent   board.   We  also  recommend  that
                          shareholders  WITHHOLD  votes from Ervin F. Lyon
                          for  standing as an  affiliated  outsider on the
                          Audit,  Compensation  and Nominating  committees
                          and  for   failure  to   establish   a  majority
                          independent board.
                 2.2   Elect Director Emanuel E. Landsman
                       --- Withhold
                 2.3   Elect Director Neil E. Rasmussen
                       --- Withhold
                 2.4   Elect Director Ervin F. Lyon ---
                       Withhold
                 2.5   Elect Director James D. Gerson ---
                       For
                 2.6   Elect Director John G. Kassakian
                       --- For
                 2.7   Elect Director John F. Keane, Sr.
                       --- For
                 2.8   Elect Director Ellen B. Richstone
                       --- For
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Amgen, Inc. *AMGN*               031162100                          03/19/04            33,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank J. Biondi, Jr.
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Jerry  D.
                          Choate. We recommend that shareholders  WITHHOLD
                          votes from Jerry D.  Choate for  standing  as an
                          affiliated    outsider    on   the   Audit   and
                          Compensation committees.
                 1.2   Elect Director Jerry D. Choate ---
                       Withhold
                 1.3   Elect Director Frank C. Herringer
                       --- For
                 1.4   Elect Director Gilbert S. Omenn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Prepare Glass Ceiling Report          Against    Abstain                ShrHoldr
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.


04/29/04 - A     AnnTaylor Stores Corp. *ANN*     036115103                          03/08/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Apache Corp. *APA*               037411105                          03/17/04            30,418
                 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    Against                ShrHoldr


05/13/04 - A     Applebee's International, Inc.   037899101                          03/15/04             1,100
                 *APPB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms


05/11/04 - A     Argonaut Group, Inc. *AGII*      040157109                          04/05/04             2,950
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Hector De Leon ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Fayez  S.
                          Sarofim.    We   recommend   that   shareholders
                          WITHHOLD  votes from Fayez S.  Sarofim  for poor
                          attendance.
                 1.2   Elect Director Frank W. Maresh ---
                       For
                 1.3   Elect Director Allan W. Fulkerson
                       --- For
                 1.4   Elect Director David Hartoch --- For
                 1.5   Elect Director John R. Power, Jr.
                       --- For
                 1.6   Elect Director George A. Roberts
                       --- For
                 1.7   Elect Director Fayez S. Sarofim ---
                       Withhold
                 1.8   Elect Director Mark E. Watson III
                       --- For
                 1.9   Elect Director Gary V. Woods --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 6     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/26/04 - A     Arris Group Inc *ARRS*           04269Q100                          04/12/04             3,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/27/04 - A     Arrow Electronics, Inc. *ARW*    042735100                          03/29/04            17,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/06/04 - A     Artesyn Technologies, Inc.       043127109                          03/08/04             3,000
                 *ATSN*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward S. Croft, III
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Ronald  D.
                          Schmidt.    We   recommend   that   shareholders
                          WITHHOLD   votes  from  Ronald  D.  Schmidt  for
                          standing  as  an  affiliated   outsider  on  the
                          Governance and Nominating Committee.
                 1.2   Elect Director Lawrence J. Matthews
                       --- For
                 1.3   Elect Director Joseph M. O'Donnell
                       --- For
                 1.4   Elect Director Stephen A.
                       Ollendorff --- For
                 1.5   Elect Director Phillip A. O'Reilly
                       --- For
                 1.6   Elect Director Bert Sager --- For
                 1.7   Elect Director A. Eugene Sapp, Jr.
                       --- For
                 1.8   Elect Director Ronald D. Schmidt
                       --- Withhold
                 1.9   Elect Director Lewis Solomon --- For
                 1.10  Elect Director John M. Steel --- For
                 2     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt


05/19/04 - A     AT&T Wireless Services, Inc.     00209A106                          03/22/04            25,200
                 *AWE*
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Nobuharu Ono --- For
                 2.2   Elect Director Carolyn M. Ticknor
                       --- For
                 2.3   Elect Director John D. Zeglis ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   compensation   committee  is  composed  of
                          entirely of independent  directors and currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          compensation    committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent   that  the   company's   compensation
                          program should utilize  justifiable  performance
                          criteria,  the  proposed  caps and  restrictions
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.
                 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     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


06/17/04 - A     Autodesk, Inc. *ADSK*            052769106                          05/05/04             1,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Policy Regarding Equity-Based   Against    For                    ShrHoldr
                       Compensation for Executives
                          Given that the  company  does not  maintain  any
                          mechanisms  that promote the long-term value for
                          shareholders,  we believe  that support for this
                          non-binding  proposal  sends a strong message to
                          the  board  to  require  executives  to  have  a
                          long-term  stake  in  the  company.   Therefore,
                          executives   are   committed   to  promote   the
                          long-term value for shareholders.


04/27/04 - A     Autoliv Inc. *ALV*               052800109                          03/02/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/10/04 - A     Avocent Corporation *AVCT*       053893103                          04/30/04             1,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Axcelis Technologies Inc         054540109                          03/08/04             1,300
                 *ACLS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gary L. Tooker ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of  affiliated  outsider  Alexander M.
                          Cutler. We recommend that shareholders  WITHHOLD
                          votes from  Alexander  M. Cutler for standing as
                          an    affiliated    outsider   on   the   Audit,
                          Compensation and Nominating committees.
                 1.2   Elect Director Patrick H. Nettles
                       --- For
                 1.3   Elect Director Alexander M. Cutler
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Baker Hughes Incorporated        057224107                          03/03/04            35,900
                 *BHI*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Edward P. Djerejian
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes  from   independent   outsiders
                          Charles  L.  Watson,  H. John  Riley,  Jr.,  and
                          Edward P.  Djerejian  for  failure to  implement
                          the board declassification proposal.
                 1.2   Elect Director H. John Riley, Jr.
                       --- Withhold
                 1.3   Elect Director Charles L. Watson
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Shareholder Rights Plan        Against    Against                ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Baker Hughes does not have a rights  plan.  Last
                          year the board  adopted a policy that any future
                          poison  pill must be  ratified  by  shareholders
                          either at the time of  adoption  or, if  advised
                          by a committee of independent directors,  within
                          a year of  adoption  or else the pill  will then
                          expire.  We believe  that such a policy  strikes
                          an  appropriate   balance  between  the  board's
                          exercise  of its  fiduciary  duty and the rights
                          of  shareholders to ensure that a future pill is
                          not used in an abusive fashion.


05/26/04 - A     Bank of America Corp. *BAC*      060505104                          04/07/04            49,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William Barnet, III
                       --- For
                 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 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
                 6     Establish Independent Committee to    Against    Against                ShrHoldr
                       Review Mutual Fund Policy
                          In  view  of  the  company's   efforts  and  the
                          disclosure  expected  with the final  settlement
                          agreement,  we do not support  this  proposal at
                          this time.
                 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            30,600
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/03/04 - S     Barra, Inc.                      068313105                          05/04/04               800
                 1     Approve Merger Agreement              For        For                    Mgmt
                          Based  on  the  market  premium,   the  fairness
                          opinion,  and the thorough  negotiation process,
                          we believe  that the merger  agreement  warrants
                          shareholder support.


04/27/04 - A     BOK Financial Corp. *BOKF*       05561Q201                          03/01/04             1,469
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director C. Fred Ball, Jr.
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated   outsider  James  A.
                          Robinson,  independent outsiders Steven E. Moore
                          and  David L.  Kyle,  and  insiders  Stanley  A.
                          Lybarger,  George B.  Kaiser,  V. Burns  Hargis,
                          Robert  G.  Greer,  and C.  Fred  Ball,  Jr.  We
                          recommend that shareholders  WITHHOLD votes from
                          Steven  E.  Moore  and  David  L.  Kyle for poor
                          attendance,  from Stanley A. Lybarger and George
                          B.  Kaiser  for  standing  as  insiders  on  the
                          Compensation   Committee   and  for  failure  to
                          establish an independent  nominating  committee,
                          and from James A.  Robinson  for  standing as an
                          affiliated    outsider   on   the   Compensation
                          Committee   and  for  failure  to  establish  an
                          independent   nominating   committee.   We  also
                          recommend that shareholders  WITHHOLD votes from
                          V. Burns  Hargis,  Robert G. Greer,  and C. Fred
                          Ball,   Jr.   for   failure  to   establish   an
                          independent nominating committee.
                 1.2   Elect Director Sharon J. Bell ---
                       For
                 1.3   Elect Director Joseph E. Cappy ---
                       For
                 1.4   Elect Director Luke R. Corbett ---
                       For
                 1.5   Elect Director William E. Durrett
                       --- For
                 1.6   Elect Director Robert G. Greer ---
                       Withhold
                 1.7   Elect Director David F. Griffin ---
                       For
                 1.8   Elect Director V. Burns Hargis ---
                       Withhold
                 1.9   Elect Director E. Carey Joullian,
                       IV --- For
                 1.10  Elect Director George B. Kaiser ---
                       Withhold
                 1.11  Elect Director Judith Z. Kishner
                       --- For
                 1.12  Elect Director David L. Kyle ---
                       Withhold
                 1.13  Elect Director Robert J. LaFortune
                       --- For
                 1.14  Elect Director Stanley A. Lybarger
                       --- Withhold
                 1.15  Elect Director Steven J. Malcolm
                       --- For
                 1.16  Elect Director Paula
                       Marshall-Chapman --- For
                 1.17  Elect Director Steven E. Moore ---
                       Withhold
                 1.18  Elect Director James A. Robinson
                       --- Withhold
                 1.19  Elect Director L. Francis Rooney,
                       III --- For


05/11/04 - A     Boston Scientific Corp. *BSX*    101137107                          03/19/04            37,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/30/04 - A     Boyd Gaming Corp. *BYD*          103304101                          03/31/04             1,600
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        Split                  Mgmt
                 2.1   Elect Director William S. Boyd ---
                       Withhold
                          We  recommend  a vote FOR  Peter M.  Thomas  and
                          Frederick  J. Schwab and a WITHHOLD  for William
                          S.  Boyd  for   standing  as  an  insider  on  a
                          non-majority independent board.
                 2.2   Elect Director Frederick J. Schwab
                       --- For
                 2.3   Elect Director Peter M. Thomas ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt


05/04/04 - A     Bristol-Myers Squibb Co. *BMY*   110122108                          03/08/04            24,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Peter R. Dolan ---
                       For
                 1.2   Elect Director Louis V. Gerstner,
                       Jr. --- For
                 1.3   Elect Director Leif Johansson ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 4     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       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.


04/21/04 - A     Burlington Resources Inc. *BR*   122014103                          02/23/04            13,300
                 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
                 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


04/14/04 - A     Caterpillar Inc. *CAT*           149123101                          02/17/04            15,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Although we commend  the  company for  approving
                          the  TIDE  provision  to  the  company's  rights
                          plan,  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.
                 5     Report on Equipment Sales to Israel   Against    Against                ShrHoldr
                          In  this  case,  we  agree  with  the  company's
                          statement on the issue.  While we recommend that
                          Caterpillar  continuously  review  the risks and
                          opportunities  associated  with each market that
                          the  company  operates  in,  it would be  overly
                          burdensome  and  potentially  costly to  monitor
                          and  respond  to issues  resulting  from the end
                          use of the company's products.  Further, we note
                          that Caterpillar  complies with current laws and
                          regulations regarding international  operations.
                          Additionally,    we   agree   that    government
                          officials and  organizations  can better address
                          the political aspects of this proposal,  and may
                          represent  a more  appropriate  forum  for these
                          concerns.   As   such,   we  do  not   recommend
                          shareholder  support  for this  proposal at this
                          time.
                 6     Report on Operational Imact of        Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


05/06/04 - A     CenturyTel, Inc. *CTL*           156700106                          03/08/04             3,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     ChevronTexaco Corp. *CVX*        166764100                          03/01/04             4,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Adopt Shareholder Rights Plan         For        For                    Mgmt
                       (Poison Pill) Policy
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Report on Operational Impact of       Against    For                    ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                          Given  the  seriousness  of the  issue  and  the
                          company's  stated  views  and  commitments,   we
                          recommend in favor of this request.
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Require Affirmative Vote of a         Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          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
                 9     Report on Renewable Energy            Against    Against                ShrHoldr


05/13/04 - A     Chicago Bridge & Iron Co.        167250109                          04/01/04             1,400
                 *CBI*
                       Meeting for Holders of ADRs
                 1     FIRST POSITION: BALLENGEE             For        For                    Mgmt
                 2     FIRST POSITION: BORDAGES              Against    Abstain                Mgmt
                 3     SECOND POSITION: SIMPSON              For        For                    Mgmt
                 4     SECOND POSITION: LEVENTRY             Against    Abstain                Mgmt
                 5     TO AUTHORIZE THE PREPARATION OF THE   For        For                    Mgmt
                       ANNUAL ACCOUNTS AND ANNUAL REPORT
                       IN THE ENGLISH LANGUAGE AND ADOPT
                       DUTCH STATUTORY ANNUAL ACCOUNTS
                 6     TO DISCHARGE MANAGEMENT BOARD AND     For        For                    Mgmt
                       SUPERVISORY BOARD FROM LIABILITY IN
                       EXERCISE OF THEIR DUTIES
                 7     TO RESOLVE THE FINAL DIVIDEND         For        For                    Mgmt
                 8     TO REPURCHASE UP TO 30% OF THE        For        Against                Mgmt
                       ISSUED SHARE CAPITAL
                 9     TO CANCEL SHARES TO BE ACQUIRED BY    For        For                    Mgmt
                       THE COMPANY IN ITS OWN SHARE CAPITAL
                 10    TO APPROVE THE EXTENSION OF THE       For        For                    Mgmt
                       AUTHORITY TO ISSUE AND/OR GRANT
                       RIGHTS ON SHARES AND TO LIMIT OR
                       EXCLUDE PREEMPTIVE RIGHTS
                 11    TO INCREASE THE AMOUNT OF THE         For        For                    Mgmt
                       AUTHORIZED SHARE CAPITAL
                 12    TO APPOINT DELOITTE & TOUCHE AS THE   For        For                    Mgmt
                       COMPANY S INDEPENDENT PUBLIC
                       ACCOUNTANTS


05/06/04 - A     Church & Dwight Co., Inc.        171340102                          03/12/04             1,100
                 *CHD*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     CIMAREX ENERGY CO *XEC*          171798101                          03/26/04             1,600
                 1     Elect Directors                       For        For                    Mgmt


04/20/04 - A     Citigroup Inc. *C*               172967101                          02/27/04           145,645
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Limit Executive Compensation          Against    Against                ShrHoldr
                          We feel 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.  While
                          we are concerned  that certain  companies  award
                          compensation  packages without  consideration of
                          performance  hurdles,   being  unable  to  issue
                          stock   options   could  hinder  the   company's
                          ability   to  attract   and   retain   competent
                          executive   officers.   As  such,  we  recommend
                          shareholders oppose this request.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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


04/28/04 - A     Clear Channel Communications,    184502102                          03/08/04            21,800
                 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


04/20/04 - A     CNF Inc. *CNF*                   12612W104                          03/01/04             7,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Community Health Systems, Inc.   203668108                          03/31/04             1,100
                 *CYH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


05/05/04 - A     ConocoPhillips *COP*             20825C104                          03/10/04            11,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Report on Drilling in the Arctic      Against    Against                ShrHoldr
                       National Wildlife Refuge


05/04/04 - A     Cooper Tire & Rubber Co. *CTB*   216831107                          03/09/04             2,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Arthur H. Aronson
                       --- For
                 1.2   Elect Director Thomas A. Dattilo
                       --- For
                 1.3   Elect Director Byron O. Pond --- For
                 2     Ratify Auditors                       Against    For                    ShrHoldr
                          This  proposal  would not effect  the  company's
                          ability to select its auditor,  but rather would
                          allow  shareholders  the  right to ratify or not
                          ratify  that  choice.  We note that the  company
                          has not,  in the past,  put the  auditor  up for
                          ratification.  We also note  that the  non-audit
                          related fees paid to Ernst & Young,  in the past
                          fiscal  year  represented  47.07  percent of the
                          total  fees  paid to that  firm.  The  company's
                          Audit   Committee   has   established  a  policy
                          regarding   pre-approval   of  all   audit   and
                          non-audit  services  expected to be performed by
                          Ernst  &  Young.          Before  the  corporate
                          accounting-related  scandals  of  the  past  two
                          years,  ratification  of auditors was  generally
                          viewed as a routine  agenda  item. A vote for an
                          auditor by  shareholders  is  confirmation  that
                          the  auditor  has   objectively   reviewed   the
                          company's  financial  statements  for compliance
                          with generally accepted  accounting  principles.
                          Due  to  the   recent   SEC  rules  on   auditor
                          independence and increased  shareholder scrutiny
                          on  this   issue,   however,   ratification   of
                          auditors  has turned  into a more  controversial
                          agenda   item.   As  such,   we   believe   that
                          shareholders  should  have  the  opportunity  to
                          assess the auditor's  general  performance,  the
                          audit  and  non-audit  related  fees paid by the
                          company,     and    the    auditor's     overall
                          independence.  Therefore,  we  recommend  a vote
                          for this proposal.


05/19/04 - A     Corn Products International,     219023108                          03/22/04             3,700
                 Inc. *CPO*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/21/04 - A     Corus Bankshares, Inc. *CORS*    220873103                          02/23/04             1,200
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Joseph C. Glickman
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of Michael J.  Mcclure and Steven D.
                          Fifield.    We   recommend   that   shareholders
                          WITHHOLD  votes  from  Michael  J.  Mcclure  for
                          standing as an affiliated  outsider on the Audit
                          Committee,  Steven D. Fifield for standing as an
                          affiliated    outsider   on   the   Compensation
                          Committee,  and Michael J.  Mcclure for standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.2   Elect Director Robert J. Glickman
                       --- Withhold
                 1.3   Elect Director Robert J. Buford ---
                       For
                 1.4   Elect Director Steven D. Fifield
                       --- Withhold
                 1.5   Elect Director Rodney D. Lubeznik
                       --- For
                 1.6   Elect Director Michael J. Mcclure
                       --- Withhold
                 1.7   Elect Director Peter C. Roberts ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt


06/16/04 - A     Countrywide Financial Corp.      222372104                          04/19/04             8,199
                 *CFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/18/04 - A     Cox Communications, Inc. *COX*   224044107                          03/19/04           247,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director G. Dennis Berry ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsider  Andrew J.
                          Young, and insiders James O. Robbins,  Robert C.
                          O'Leary,  James C. Kennedy, and G. Dennis Berry.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Andrew J.  Young for poor  attendance.  We
                          also recommend that shareholders  WITHHOLD votes
                          from James O. Robbins,  Robert C. O'Leary, James
                          C.  Kennedy,  and G. Dennis Berry for failure to
                          establish an independent  nominating  committee,
                          and  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director Janet M. Clarke ---
                       For
                 1.3   Elect Director James C. Kennedy ---
                       Withhold
                 1.4   Elect Director Robert C. O'Leary
                       --- Withhold
                 1.5   Elect Director James O. Robbins ---
                       Withhold
                 1.6   Elect Director Rodney W. Schrock
                       --- For
                 1.7   Elect Director Andrew J. Young ---
                       Withhold
                 2     Approve Employee Stock Purchase Plan  For        For                    Mgmt


05/19/04 - A     Cullen/Frost Bankers, Inc.       229899109                          04/02/04               700
                 *CFR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Cymer, Inc. *CYMI*               232572107                          03/31/04               800
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Charles J. Abbe ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD votes from Audit Committee  members and
                          independent  outsiders  Edward H. Braun for poor
                          attendance,   for  paying  excessive   non-audit
                          fees,  and for  failing  to remove a  dead-hand,
                          slow-hand,  or similar  feature in the company's
                          poison   pill,   Charles   J.  Abbe  for  paying
                          excessive  non-audit  fees,  and for  failing to
                          remove  a  dead-hand,   slow-hand,   or  similar
                          feature  in  the  company's   poison  pill,  and
                          Michael   R.   Gaulke   for   paying   excessive
                          non-audit  fees,  and for  failing  to  remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's  poison pill. From Peter J. Simone for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating Committee,  and for failing to remove
                          a dead-hand,  slow-hand,  or similar  feature in
                          the company's  poison pill.  Lastly from insider
                          Robert P. Akins,  affiliated outsider William G.
                          Oldham,  independent  outsiders  Young K.  Sohn,
                          and Jon D.  Tompkins  for  failing  to  remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill.
                 1.2   Elect Director Robert P. Akins ---
                       Withhold
                 1.3   Elect Director Edward H. Braun ---
                       Withhold
                 1.4   Elect Director Michael R. Gaulke
                       --- Withhold
                 1.5   Elect Director William G. Oldham
                       --- Withhold
                 1.6   Elect Director Peter J. Simone ---
                       Withhold
                 1.7   Elect Director Young K. Sohn ---
                       Withhold
                 1.8   Elect Director Jon D. Tompkins ---
                       Withhold
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                          We  approve  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        Against                Mgmt
                          In this  case,  66.87  percent of the total fees
                          paid  to  the   auditor   is   attributable   to
                          non-audit  work.  This notably  disproportionate
                          fee arrangement could  significantly  impair the
                          auditor's independence.


05/26/04 - A     Cytyc Corporation *CYTC*         232946103                          04/05/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     DADE BEHRING HLDGS INC *DADE*    23342J206                          03/30/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/17/04 - A     Dendrite International, Inc.     248239105                          03/22/04             2,800
                 *DRTE*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director John E. Bailye ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of Patrick J.  Zenner.  We  recommend
                          that  shareholders  WITHHOLD  votes from Patrick
                          J. Zenner for sitting on more than six boards.
                 1.2   Elect Director John A. Fazio --- For
                 1.3   Elect Director Bernard M. Goldsmith
                       --- For
                 1.4   Elect Director Edward J. Kfoury ---
                       For
                 1.5   Elect Director Paul A. Margolis ---
                       For
                 1.6   Elect Director John H. Martinson
                       --- For
                 1.7   Elect Director Terence H. Osborne
                       --- For
                 1.8   Elect Director Patrick J. Zenner
                       --- Withhold


05/18/04 - A     Developers Diversified Realty    251591103                          03/22/04               700
                 Corp. *DDR*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Shareholder Rights Plan         For        For                    Mgmt
                       (Poison Pill)
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Dollar General Corp. *DG*        256669102                          03/22/04            11,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Dover Corp. *DOV*                260003108                          02/27/04            17,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David H. Benson ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Gary L. Roubos.  We recommend  that
                          shareholders  WITHHOLD votes from Gary L. Roubos
                          for  standing as an  affiliated  outsider on the
                          Audit  Committee and Gary L. Roubos for standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.
                 1.2   Elect Director Jean-Pierre M. Ergas
                       --- For
                 1.3   Elect Director Kristiane C. Graham
                       --- For
                 1.4   Elect Director Ronald L. Hoffman
                       --- For
                 1.5   Elect Director James L. Koley ---
                       For
                 1.6   Elect Director Richard K. Lochridge
                       --- For
                 1.7   Elect Director Thomas L. Reece ---
                       For
                 1.8   Elect Director Bernard G. Rethore
                       --- For
                 1.9   Elect Director Gary L. Roubos ---
                       Withhold
                 1.10  Elect Director Michael B. Stubbs
                       --- For
                 2     Approve Omnibus Stock Plan            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.


05/27/04 - A     EastGroup Properties, Inc.       277276101                          04/14/04             1,000
                 *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
                 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
                 3     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/27/04 - A     EDO Corp. *EDO*                  281347104                          03/05/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Declassify the Board of Directors     For        Against                Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan


04/19/04 - A     Eli Lilly and Co. *LLY*          532457108                          02/13/04            13,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     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.   We  believe  that  the   Compensation
                          Committee   should  have  the   flexibility   to
                          determine an  executive's  pay based on a number
                          of factors,  rather then have an  arbitrary  cap
                          to determine  executive  compensation.  Although
                          we agree with the proponent  that the restricted
                          share   program   should   utilize   justifiable
                          performance     criteria     and     challenging
                          performance  benchmarks,  the  proposed  caps on
                          restricted  stock  grants,  severance  payments,
                          salary and bonus,  would be unduly  restrictive.
                          Thus, we do not support this proposal.
                 5     Report on Drug Pricing                Against    Against                ShrHoldr


05/05/04 - A     EMC Corp. *EMC*                  268648102                          03/08/04            56,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr


05/18/04 - A     Encore Medical Corp. *ENMC*      29256E109                          04/02/04             8,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard O. Martin,
                       Ph.D. --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider Zubeen Shroff.
                          We recommend  that  shareholders  WITHHOLD votes
                          from   Zubeen   Shroff   for   standing   as  an
                          affiliated    outsider   on   the   Compensation
                          Committee.
                 1.2   Elect Director Zubeen Shroff ---
                       Withhold
                 1.3   Elect Director Bruce Wesson --- For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/28/04 - A     Energen Corp. *EGN*              29265N108                          03/05/04             1,300
                 1     Elect Directors                       For        For                    Mgmt


05/13/04 - A     Energy Partners, Ltd *EPL*       29270U105                          03/17/04             3,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard A. Bachmann
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated  outsider  William  O.
                          Hiltz. We recommend that  shareholders  WITHHOLD
                          votes from  William O. Hiltz for  standing as an
                          affiliated outsider on the Audit Committee.
                 1.2   Elect Director John C Bumgarner ---
                       For
                 1.3   Elect Director Jerry D. Carlisle
                       --- For
                 1.4   Elect Director Harold D. Carter ---
                       For
                 1.5   Elect Director Enoch L. Dawkins ---
                       For
                 1.6   Elect Director Robert D. Gershen
                       --- For
                 1.7   Elect Director William O. Hiltz ---
                       Withhold
                 1.8   Elect Director John G. Phillips ---
                       For
                 1.9   Elect Director Dr. Eamon M. Kelly
                       --- 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.


05/11/04 - A     Ensco International, Inc.        26874Q100                          03/15/04            19,500
                 *ESV*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- Withhold
                          We recommend that  shareholders vote FOR Rita M.
                          Rodriguez but WITHHOLD  votes from all the other
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes  from   Compensation   Committee
                          members David M.  Carmichael and Thomas L. Kelly
                          II for  not  aligning  CEO's  compensation  with
                          shareholders interests.
                 1.2   Elect Director Thomas L. Kelly II
                       --- Withhold
                 1.3   Elect Director Rita M. Rodriguez
                       --- For


05/13/04 - A     Entercom Communications Corp.    293639100                          03/19/04               900
                 *ETM*
                 1     Elect Directors                       For        For                    Mgmt


05/14/04 - A     Entergy Corp. *ETR*              29364G103                          03/17/04            13,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Maureen Scannell
                       Bateman --- For
                 1.2   Elect Director W. Frank Blount ---
                       For
                 1.3   Elect Director Simon D. deBree ---
                       For
                 1.4   Elect Director Claiborne P. Deming
                       --- For
                 1.5   Elect Director Alexis M. Herman ---
                       For
                 1.6   Elect Director Donald C. Hintz ---
                       For
                 1.7   Elect Director J. Wayne Leonard ---
                       For
                 1.8   Elect Director Robert v.d. Luft ---
                       For
                 1.9   Elect Director Kathleen A. Murphy
                       --- For
                 1.10  Elect Director Paul W. Murrill ---
                       For
                 1.11  Elect Director James R. Nichols ---
                       For
                 1.12  Elect Director William A. Percy, II
                       --- For
                 1.13  Elect Director Dennis H. Reilley
                       --- For
                 1.14  Elect Director Wm. Clifford Smith
                       --- For
                 1.15  Elect Director Bismark A.
                       Steinhagen --- For
                 1.16  Elect Director Steven V. Wilkinson
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Submit Severance Agreement            Against    Against                ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We   generally   support   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.
                          However,  the  company  appears to have a policy
                          in place that is  consistent  with the proposal.
                          Therefore,  we believe this proposal is moot and
                          does not warrant shareholder support.
                 4     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 5     Prohibit Awards to Executives         Against    Against                ShrHoldr
                          We  believe  that  an  independent  compensation
                          committee   needs   to   have   flexibility   in
                          constructing  compensation  packages for its top
                          managers in order to remain  competitive  in the
                          marketplace.   The  prohibition  of  all  future
                          stock  options,   SARs  and  severance  packages
                          would  effectively  limit the company's  ability
                          to  retain  and  attract  qualified  management.
                          This proposal is too  restrictive,  and does not
                          warrant shareholder approval.


05/04/04 - A     EOG Resources, Inc. *EOG*        26875P101                          03/08/04            62,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director George A. Alcorn ---
                       For
                 1.2   Elect Director Charles R. Crisp ---
                       For
                 1.3   Elect Director Mark G. Papa --- For
                 1.4   Elect Director Edmund P. Segner,
                       III --- For
                 1.5   Elect Director Donald F. Textor ---
                       For
                 1.6   Elect Director Frank G. Wisner ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


05/07/04 - A     Evergreen Resources, Inc.        299900308                          03/12/04             1,600
                 *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


05/26/04 - A     Exxon Mobil Corp. *XOM*          30231G102                          04/05/04           151,886
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael J. Boskin
                       --- For
                 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
                 4     Affirm Political Nonpartisanship      Against    Against                ShrHoldr
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Equatorial Guinea           Against    Against                ShrHoldr
                 7     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Amend EEO Statement to Include        Against    Abstain                ShrHoldr
                       Reference to 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.


05/25/04 - A     Fannie Mae *FNM*                 313586109                          04/06/04            56,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/19/04 - A     First Data Corp. *FDC*           319963104                          03/22/04           103,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     First Midwest Bancorp, Inc.      320867104                          03/26/04               100
                 *FMBI*
                 1     Elect Directors                       For        For                    Mgmt


05/26/04 - A     Fossil, Inc. *FOSL*              349882100                          03/31/04             1,800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Tom Kartsotis ---
                       Withhold
                          We  recommend  a vote FOR  Donald  J.  Stone but
                          WITHHOLD  votes  from  all  other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          insider  Jal S. Shroff and  affiliated  outsider
                          Tom   Kartsotis  for  failure  to  establish  an
                          independent   nominating   committee   and   for
                          failure    to    establish     majority    board
                          independence.
                 1.2   Elect Director Jal S. Shroff ---
                       Withhold
                 1.3   Elect Director Donald J. Stone ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


05/04/04 - A     Gannett Co., Inc. *GCI*          364730101                          03/05/04            27,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James A. Johnson ---
                       For
                 1.2   Elect Director Douglas H.
                       McCorkindale --- For
                 1.3   Elect Director Stephen P. Munn ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Limit Executive Compensation          Against    Against                ShrHoldr
                          The   Compensation   Committee  is  composed  of
                          majority  independent  directors  and  currently
                          sets  and   reviews  the   company's   executive
                          compensation   program.   We  believe  that  the
                          Compensation    Committee    should   have   the
                          flexibility  to  determine  an  executive's  pay
                          based on a number of  factors,  rather then have
                          an   arbitrary   cap  to   determine   executive
                          compensation.   Although   we  agree   with  the
                          proponent  that  the  restricted  share  program
                          should    utilize    justifiable     performance
                          criteria,  the proposed caps on restricted stock
                          grants,  severance  payments,  salary and bonus,
                          would be  unduly  restrictive.  Thus,  we do not
                          support this proposal.


05/05/04 - A     General Dynamics Corp. *GD*      369550108                          03/12/04            17,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Submit Shareholder Rights Plan        Against    For                    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.
                 4     Report on Foreign Military Sales      Against    Against                ShrHoldr


04/28/04 - A     General Electric Co. *GE*        369604103                          03/01/04           143,100
                 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
                 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
                 4     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 5     Eliminate Animal Testing              Against    Against                ShrHoldr
                 6     Report on Nuclear Fuel Storage Risks  Against    Against                ShrHoldr
                 7     Report on PCB Clean-up                Against    Against                ShrHoldr
                 8     Report on Foreign Outsourcing         Against    Abstain                ShrHoldr
                 9     Prepare Sustainability Report         Against    Against                ShrHoldr
                 10    Limit Composition of Management       Against    Against                ShrHoldr
                       Development and Compensation
                       Committee to Independent Directors
                 11    Report on Pay Disparity               Against    Abstain                ShrHoldr
                 12    Limit Awards to Executives            Against    Against                ShrHoldr
                 13    Limit Board Service for Other         Against    For                    ShrHoldr
                       Companies
                          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
                 15    Hire Advisor/Maximize Shareholder     Against    Against                ShrHoldr
                       Value
                 16    Adopt a Retention Ratio for           Against    Against                ShrHoldr
                       Executives and Directors
                 17    Require 70% to 80% Independent Board  Against    Against                ShrHoldr
                 18    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/12/04 - A     Genesee & Wyoming Inc. *GWR*     371559105                          03/29/04             1,350
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/29/04 - A     Genlyte Group, Inc. (The)        372302109                          03/08/04               600
                 *GLYT*
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Larry K. Powers ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD  votes from  insiders  Zia Eftekhar and
                          Larry K.  Powers  for  failure to  establish  an
                          independent nominating committee.
                 1.2   Elect Director Zia Eftekhar ---
                       Withhold


05/13/04 - A     Gentex Corp. *GNTX*              371901109                          03/19/04               700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


04/23/04 - A     Graco Inc. *GGG*                 384109104                          02/23/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/24/04 - A     Granite Construction Inc.        387328107                          03/26/04             2,000
                 *GVA*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Rebecca A. McDonald
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  George  B.
                          Searle. We recommend that shareholders  WITHHOLD
                          votes from George B.  Searle for  standing as an
                          affiliated outsider on the  Audit/Compliance and
                          Compensation committees.
                 1.2   Elect Director George B. Searle ---
                       Withhold
                 1.3   Elect Director William G. Dorey ---
                       For
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 4     Ratify Auditors                       For        For                    Mgmt


04/15/04 - A     H.B. Fuller Co. *FUL*            359694106                          02/20/04             1,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     HCC Insurance Holdings, Inc.     404132102                          04/05/04             2,000
                 *HCC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


05/06/04 - A     Heartland Express, Inc. *HTLD*   422347104                          03/10/04             2,600
                 1     Elect Directors                       For        For                    Mgmt


05/25/04 - A     Henry Schein, Inc. *HSIC*        806407102                          04/15/04               800
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Stanley M. Bergman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception of Pamela  Joseph.  We recommend  that
                          shareholders  WITHHOLD  votes from Pamela Joseph
                          for poor attendance.
                 1.2   Elect Director Gerald A. Benjamin
                       --- For
                 1.3   Elect Director James P. Breslawski
                       --- For
                 1.4   Elect Director Mark E. Mlotek ---
                       For
                 1.5   Elect Director Steven Paladino ---
                       For
                 1.6   Elect Director Barry J. Alperin ---
                       For
                 1.7   Elect Director Pamela Joseph ---
                       Withhold
                 1.8   Elect Director Donald J. Kabat ---
                       For
                 1.9   Elect Director Marvin H. Schein ---
                       For
                 1.10  Elect Director Irving Shafran ---
                       For
                 1.11  Elect Director Philip A. Laskawy
                       --- For
                 1.12  Elect Director Norman S. Matthews
                       --- For
                 1.13  Elect Director Louis W. Sullivan
                       --- For
                 1.14  Elect Director Margaret A. Hamburg
                       --- For
                 2     Amend Stock Option Plan               For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Home Depot, Inc. (The) *HD*      437076102                          03/29/04            71,400
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Gregory D. Brenneman
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent  outsider  Claudio X.
                          Gonzalez.   We   recommend   that   shareholders
                          WITHHOLD  votes  from  Claudio X.  Gonzalez  for
                          sitting on more than six boards.
                 1.2   Elect Director Richard H. Brown ---
                       For
                 1.3   Elect Director John L. Clendenin
                       --- For
                 1.4   Elect Director Berry R. Cox --- For
                 1.5   Elect Director Claudio X. Gonzalez
                       --- Withhold
                 1.6   Elect Director Milledge A. Hart,
                       III --- For
                 1.7   Elect Director Bonnie G. Hill ---
                       For
                 1.8   Elect Director Kenneth G. Langone
                       --- For
                 1.9   Elect Director Robert L. Nardelli
                       --- For
                 1.10  Elect Director Roger S. Penske ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 4     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          Because the company  does not have a policy that
                          puts any future pill to a  shareholder  vote, we
                          recommend   that   shareholders   support   this
                          proposal.
                 5     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          Because  we  support  pay for  performance,  and
                          because the grants of  restricted  stock  (other
                          than  those  granted  under  the  LTIP)  are not
                          based  on  specific   performance   hurdles,  we
                          believe  the   proposal   warrants   shareholder
                          support.
                 6     Adopt ILO Based Code of Conduct       Against    Abstain                ShrHoldr
                 7     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We  support  the  shareholder   proposal  as  it
                          relates to ex post facto  ratification of golden
                          parachutes  and severance  plans,  and therefore
                          recommend  that  shareholders  vote  to  approve
                          this proposal.
                 8     Require Affirmative Vote of the       Against    Against                ShrHoldr
                       Majority of the Shares to Elect
                       Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election  of   directors   of  publicly   traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          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  (iv)  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 at this point
                          in time believe the proposed  amendment warrants
                          shareholder support.


04/26/04 - A     Honeywell International, Inc.    438516106                          02/27/04             9,600
                 *HON*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James J. Howard ---
                       Withhold
                          We recommend  withholding  votes from all of the
                          nominees  with the exception of new nominee Eric
                          K. Shinseki. We recommend  shareholders WITHHOLD
                          votes  from  Ivan  G.  Seidenberg,   Russell  E.
                          Palmer,  Bruce  Karatz,  and James J. Howard for
                          failure to  implement  the proposal to eliminate
                          the supermajority vote requirement.
                 1.2   Elect Director Bruce Karatz ---
                       Withhold
                 1.3   Elect Director Russell E. Palmer
                       --- Withhold
                 1.4   Elect Director Ivan G. Seidenberg
                       --- Withhold
                 1.5   Elect Director Eric K. Shinseki ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Amend Vote Requirements to Amend      Against    For                    ShrHoldr
                       Articles/Bylaws/Charter
                          As  a  matter  of  policy,   we  recommend  that
                          shareholders   vote  for  all   proposals   that
                          eliminate  supermajority vote  requirements,  as
                          they   serve   as   entrenchment   devices   for
                          management   and   therefore   are  not  in  the
                          shareholders' best interest.
                 5     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                          We support 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.  This proposal also
                          allows the company to seek shareholder  approval
                          after the material  terms of the agreement  have
                          been agreed  upon.  Therefore,  we support  this
                          proposal.
                 6     Report on Pay Disparity               Against    Abstain                ShrHoldr
                 7     Provide for Cumulative Voting         Against    Against                ShrHoldr


05/11/04 - A     HRPT Properties Trust *HRP*      40426W101                          03/19/04             2,400
                 1     Elect Directors                       For        For                    Mgmt


05/07/04 - A     Illinois Tool Works Inc. *ITW*   452308109                          03/09/04             6,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/25/04 - A     Ingram Micro, Inc. *IM*          457153104                          03/26/04             6,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Orrin H. Ingram II
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider   Orrin  H.
                          Ingram  II.  We  recommend   that   shareholders
                          WITHHOLD  votes  from  Orrin  H.  Ingram  II for
                          standing  as  an  affiliated   outsider  on  the
                          Compensation Committee.
                 1.2   Elect Director Michael T. Smith ---
                       For
                 1.3   Elect Director Joe B. Wyatt --- For
                 1.4   Elect Director Howard I. Atkins ---
                       For


05/19/04 - A     Intel Corp. *INTC*               458140100                          03/22/04           172,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Craig R. Barrett ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  independent   outsider  D.  James
                          Guzy. We recommend  that  shareholders  WITHHOLD
                          votes  from D.  James  Guzy for  sitting on more
                          than six boards.
                 1.2   Elect Director Charlene Barshefsky
                       --- For
                 1.3   Elect Director E. John P. Browne
                       --- For
                 1.4   Elect Director Andrew S. Grove ---
                       For
                 1.5   Elect Director D. James Guzy ---
                       Withhold
                 1.6   Elect Director Reed E. Hundt --- For
                 1.7   Elect Director Paul S. Otellini ---
                       For
                 1.8   Elect Director David S. Pottruck
                       --- For
                 1.9   Elect Director Jane E. Shaw --- For
                 1.10  Elect Director John L. Thornton ---
                       For
                 1.11  Elect Director David B. Yoffie ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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.
                 5     Limit/Prohibit Awards to Executives   Against    For                    ShrHoldr
                          The    company    currently    does    not   use
                          performance-vesting  awards in its  compensation
                          plans  for  senior   executives.   Although  the
                          proponent   in  its   supporting   statement  is
                          critical  of  fixed-price  options,  it does not
                          appear that the proposal  advocates  replacement
                          of  options  with  performance-based  restricted
                          stock.  The  proposal  requests  the the company
                          use performance-vesting  stock in development of
                          future  equity  awards  for  senior  executives.
                          Although  the  company  has   recently   adopted
                          officer   stockholding    guidelines,   a   more
                          rigorous  requirement would be 7x to 10x for the
                          CEO  and  scaled  down  for  other   executives.
                          Therefore,   we  believe   that  this   proposal
                          warrants shareholder support.
                 6     Performance- Based/Indexed Options    Against    For                    ShrHoldr
                          In this case, the company uses standard  options
                          for its  long  term  compensation.  It does  not
                          currently    award    or    plans    to    award
                          performance-based    options.    The    proposal
                          requests  for a portion of future  stock  option
                          grants   to  be   performance-based   to  senior
                          executives   and   is   therefore   not   unduly
                          restrictive.  The  company  should  be  able  to
                          identify  appropriate  performance  criteria and
                          clearly  disclose  the  associated   performance
                          goals or hurdle rates to the shareholders.  This
                          would provide  further  discipline and alignment
                          in   award   of   executive    compensation   to
                          shareholders interest.


04/27/04 - A     Inter-Tel, Inc. *INTL*           458372109                          03/05/04             1,800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Steven G. Mihaylo
                       --- For
                 1.2   Elect Director J. Robert Anderson
                       --- For
                 1.3   Elect Director Jerry W. Chapman ---
                       For
                 1.4   Elect Director Gary D. Edens --- For
                 1.5   Elect Director C. Roland Haden ---
                       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.


05/20/04 - A     Interface, Inc. *IFSIA*          458665106                          03/15/04             4,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


04/27/04 - A     International Business           459200101                          02/27/04            49,000
                 Machines Corp. *IBM*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Cathleen Black ---
                       For
                 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
                 5     Provide for Cumulative Voting         Against    Against                ShrHoldr
                 6     Amend Pension and Retirement          Against    Against                ShrHoldr
                       Medical Insurance Plans
                          We   believe   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  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.          We  agree
                          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
                          We  support  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
                          We agree 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
                 11    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 12    Report on Executive Compensation      Against    For                    ShrHoldr
                          While   we   do   not   suggest   that   current
                          compensation   practices   have   the   intended
                          effects   suggested  by  the   shareholder,   we
                          nonetheless   support   this   proposal  as  the
                          additional  reporting will provide  shareholders
                          with  greater   transparency   on   compensation
                          policies.


05/21/04 - A     Intuitive Surgical Inc *ISRG*    46120E602                          04/05/04             2,400
                 1     Elect Directors                       For        For                    Mgmt


05/06/04 - A     Itron, Inc. *ITRI*               465741106                          02/27/04               570
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/22/04 - A     Johnson & Johnson *JNJ*          478160104                          02/24/04            72,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Cease Charitable Contributions        Against    Against                ShrHoldr


05/25/04 - A     JP Morgan Chase & Co. *JPM*      46625H100                          04/02/04           119,220
                 1     Approve Merger Agreement              For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt
                 2.1   Elect Director Hans W. Becherer ---
                       For
                 2.2   Elect Director Frank A. Bennack,
                       Jr. --- For
                 2.3   Elect Director John H. Biggs --- For
                 2.4   Elect Director Lawrence A. Bossidy
                       --- For
                 2.5   Elect Director Ellen V. Futter ---
                       For
                 2.6   Elect Director William H. Gray, III
                       --- For
                 2.7   Elect Director William B. Harrison,
                       Jr --- For
                 2.8   Elect Director Helene L. Kaplan ---
                       For
                 2.9   Elect Director Lee R. Raymond ---
                       For
                 2.10  Elect Director John R. Stafford ---
                       For
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                          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.
                 5     Adjourn Meeting                       For        Against                Mgmt
                          Once their  votes  have been  cast,  there is no
                          justification   for   spending   more  money  to
                          continue pressing shareholders for more votes.
                 6     Establish Term Limits for Directors   Against    Against                ShrHoldr
                          Because a six-year term limit is arbitrary,  and
                          because the company's  shareholders  can express
                          their   dissatisfaction  with  directors  on  an
                          annual basis,  we believe that the proposal does
                          not warrant shareholder support.
                 7     Charitable Contributions              Against    Against                ShrHoldr
                          We    generally    believe    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 JP Morgan
                          Chase  Foundation  engages and donates to causes
                          that  management  believes are beneficial to the
                          communities  in which the company  operates  and
                          in the best  interests of the company.  Further,
                          the company provides  comprehensive  information
                          regarding  its  corporate  giving  grants in its
                          Corporate    Responsibility    Annual    Reports
                          available on the company's  website.  Therefore,
                          lacking  evidence  to the  contrary,  we believe
                          that continuing these  charitable  contributions
                          is in the best interests of the shareholders.
                 8     Political Contributions               Against    Against                ShrHoldr
                 9     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 10    Provide Adequate Disclosure for       Against    Against                ShrHoldr
                       over the counter Derivatives
                 11    Auditor Independence                  Against    For                    ShrHoldr
                          Since  approval of this  proposal  will  enhance
                          company's   transparency  to  shareholders   and
                          ensure  auditor  independence,  we support  this
                          proposal.
                 12    Submit Non-Employee Director          Against    Against                ShrHoldr
                       Compensation to Vote
                          JP  Morgan's  director  compensation  is in line
                          with the  compensation  practices  of its peers.
                          We  agree  with  the   company's   view  that  a
                          significant  portion  of  the  overall  director
                          compensation  be linked to the company's  stock.
                          At  this  time,  in the  absence  of  compelling
                          evidence   of  abusive   director   compensation
                          practices, we recommend against the proposal.
                 13    Report on Pay Disparity               Against    Abstain                ShrHoldr
                          Since  approval  of this  proposal  will help JP
                          Morgan  review its  current  pay  practices  and
                          policies,   and  provide   transparency  to  its
                          shareholders, we support this request.


06/15/04 - A     kforce, Inc. *KFRC*              493732101                          04/12/04             3,400
                 1     Elect Directors                       For        For                    Mgmt


05/13/04 - A     Landstar System, Inc. *LSTR*     515098101                          03/19/04               900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt


04/02/04 - A     Lehman Brothers Holdings Inc.    524908100                          02/13/04             1,400
                 *LEH*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/09/04 - A     Liberty Media Corp. *L*          530718105                          04/21/04           145,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Robert R. Bennett
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exception of insiders  John C. Malone and Robert
                          R.  Bennett.   We  recommend  that  shareholders
                          WITHHOLD  votes  from John C.  Malone and Robert
                          R.  Bennett for failure to  establish a majority
                          independent board.
                 1.2   Elect Director Paul A. Gould --- For
                 1.3   Elect Director John C. Malone ---
                       Withhold
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/15/04 - A     LifePoint Hospitals, Inc.        53219L109                          04/16/04             1,300
                 *LPNT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Amend Non-Employee Director Omnibus   For        For                    Mgmt
                       Stock Plan
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 5     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Linens 'n Things, Inc. *LIN*     535679104                          03/08/04             2,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


04/30/04 - A     Littelfuse, Inc. *LFUS*          537008104                          03/12/04             1,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/26/04 - A     M.D.C. Holdings, Inc. *MDC*      552676108                          02/27/04               300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Herbert T. Buchwald
                       --- For
                 1.2   Elect Director Larry A. Mizel ---
                       For
                 2     Prepare Sustainability Report         Against    For                    ShrHoldr
                          Given the  company's  current lack of disclosure
                          and the fact  that  preparation  of this  report
                          will provide  shareholders  with a more complete
                          view of the company's  policies  regarding  this
                          matter, we recommend that  shareholders  support
                          this shareholder proposal.


04/27/04 - A     Macdermid, Inc. *MRD*            554273102                          03/03/04             2,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Daniel H. Leever ---
                       For
                 1.2   Elect Director Donald G. Ogilvie
                       --- For
                 1.3   Elect Director James C. Smith ---
                       For
                 1.4   Elect Director Joseph M. Silvestri
                       --- For
                 1.5   Elect Director T. Quinn Spitzer ---
                       For
                 1.6   Elect Director Robert L. Ecklin ---
                       For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Other Business                        For        Against                Mgmt
                          As we cannot know the  content of these  issues,
                          we do not recommend  that  shareholders  approve
                          this request.


04/28/04 - A     MAF Bancorp, Inc. *MAFB*         55261R108                          03/10/04             1,500
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Terry A. Ekl ---
                       Withhold
                          We recommend  that  shareholders  WITHHOLD votes
                          from  all  the  nominees.   We  recommend   that
                          shareholders   WITHHOLD  votes  from  affiliated
                          outsider  Lois B. Vasto for failure to establish
                          a majority  independent  board and for  standing
                          as an  affiliated  outsider  on  the  Nominating
                          Committee.  We also recommend that  shareholders
                          WITHHOLD    votes   from   insiders   Jerry   A.
                          Weberling,   Thomas  R.  Perz,  and  Kenneth  R.
                          Koranda,  and from affiliated  outsider Terry A.
                          Ekl  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director Kenneth R. Koranda
                       --- Withhold
                 1.3   Elect Director Thomas R. Perz ---
                       Withhold
                 1.4   Elect Director Lois B. Vasto ---
                       Withhold
                 1.5   Elect Director Jerry A. Weberling
                       --- Withhold


04/27/04 - A     MARINE PRODUCTS CORP *MPX*       568427108                          03/15/04             1,000
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wilton Looney --- For
                          We  recommend  a  vote  FOR  Wilton  Looney  and
                          WITHHOLD  votes from  insiders  Gary W.  Rollins
                          and  James  A.  Lane,   Jr.  We  recommend  that
                          shareholders   WITHHOLD   votes   from  Gary  W.
                          Rollins   and  James  A.  Lane  for  failure  to
                          establish a majority independent board.
                 1.2   Elect Director Gary W. Rollins ---
                       Withhold
                 1.3   Elect Director James A. Lane, Jr.
                       --- Withhold
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          Although the total cost of the  company's  plans
                          of 10.53  percent  is within the  allowable  cap
                          for  this  company  of 19.66  percent,  the plan
                          allows  repricing of  underwater  stock  options
                          without shareholder  approval,  which we believe
                          reduces the incentive value of the plan.


05/20/04 - A     Marsh & McLennan Companies,      571748102                          03/22/04            13,000
                 Inc. *MMC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/03/04 - A     Maverick Tube Corp. *MVK*        577914104                          03/05/04             2,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Maytag Corp. *MYG*               578592107                          03/16/04             1,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Wayland R. Hicks ---
                       Withhold
                          Effective corporate  governance depends upon the
                          board   being   accountable   to   shareholders.
                          Although the proposals to  declassify  the board
                          and to submit the poison  pill to a  shareholder
                          vote   received   the  clear   mandate   of  the
                          company's   shareholders   for  more   than  two
                          consecutive   years,   the   board  has  yet  to
                          implement the  proposals in accordance  with the
                          desires  of   shareholders.   Such   failure  or
                          unwillingness  to  respond  to  the  desires  of
                          shareholders  warrants  withholding  votes  from
                          those  nominated  directors  that were directors
                          during the relevant period.        We  recommend
                          a vote FOR James A. McCaslin but WITHHOLD  votes
                          from Fred G. Steingraber,  W. Ann Reynolds,  and
                          Wayland R. Hicks for  failure to  implement  the
                          shareholder approved proposals.
                 1.2   Elect Director James A. McCaslin
                       --- For
                 1.3   Elect Director W. Ann Reynolds ---
                       Withhold
                 1.4   Elect Director Fred G. Steingraber
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 4     Amend Articles                        For        For                    Mgmt
                 5     Declassify the Board of Directors     Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    ShrHoldr
                       (Poison Pill) to Shareholder Vote
                          In  this  case,  the  company's  poison  was not
                          approved by shareholders  nor does it embody the
                          above  features  that  we  recommend.  While  we
                          acknowledge  the board's  note on  amending  the
                          term  of the  pill,  nevertheless  we  highlight
                          that the  board is able to  re-instate  the pill
                          or  reverse  this   determination  at  any  time
                          without  having  to seek  shareholder  approval.
                          Therefore,  we believe  that this  determination
                          by the board does little to answer the  concerns
                          and  interests of  shareholders.        We  note
                          also that the board has failed to implement  the
                          previously   supported   shareholder   proposals
                          regarding  adoption and  maintenance of a poison
                          pill.  Although we  recognize  that  shareholder
                          proposals  are not  binding on the  company,  we
                          consider  withholding  votes for  directors  who
                          ignore  shareholder  proposals  that  have  been
                          passed  two  years  in a row  by a  majority  of
                          votes   cast.   The   re-presentation   of  this
                          proposal   and  the  repeated   supported   from
                          shareholders   over   the   last   three   years
                          emphasizes  the  importance  that   shareholders
                          place  on  this   issue.   While  we   recommend
                          withholding  votes  on the  directors  nominated
                          this year, we will closely monitor  management's
                          response to this year's vote on this proposal.


04/27/04 - A     MB Financial, Inc. *MBFI*        55264U108                          03/15/04               400
                 1     Elect Directors                       For        For                    Mgmt


05/03/04 - A     MBNA Corp. *KRB*                 55262L100                          02/13/04           118,350
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James H. Berick ---
                       Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  insider  Bruce L.  Hammonds  and
                          affiliated   outsiders   Benjamin  R.  Civiletti
                          ,James H.  Berick and  Randolph  D.  Lerner.  We
                          recommend that shareholders  WITHHOLD votes from
                          Benjamin  R.  Civiletti  and James H. Berick for
                          standing as  affiliated  outsiders on the Audit,
                          Compensation  and Governance  committees and for
                          failure  to  establish  a  majority  independent
                          board. We recommend that  shareholders  WITHHOLD
                          votes  from  Randolph  D.  Lerner  and  Bruce L.
                          Hammonds  for  failure to  establish  a majority
                          independent board.
                 1.2   Elect Director Benjamin R.
                       Civiletti --- Withhold
                 1.3   Elect Director Bruce L. Hammonds
                       --- Withhold
                 1.4   Elect Director William L. Jews ---
                       For
                 1.5   Elect Director Randolph D. Lerner
                       --- Withhold
                 1.6   Elect Director Stuart L. Markowitz
                       --- For
                 1.7   Elect Director William B. Milstead
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Expense Stock Options                 Against    For                    ShrHoldr
                          In the wake of financial  reporting problems and
                          excessive  executive  compensation  at companies
                          like  Enron  Corp.,   Worldcom  Inc.,  and  Tyco
                          International  Ltd.,  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.  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.  However,
                          stock options have become an integral  component
                          of  compensation   and  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.
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          We  believe  that  MBNA is  moving  in the right
                          direction as evidenced by the recent  changes in
                          the   company   such   as   reducing   executive
                          compensation  and  changing the  composition  of
                          the board.  However,  we believe  that the board
                          of  directors  should  be  an  independent  body
                          capable  of  providing  objective  oversight  of
                          management and the company's overall  direction.
                          This goal can best be  achieved  when  directors
                          are  independent of the CEO and have no personal
                          interest in the company  arising from salary,  a
                          consulting  agreement,  or any other significant
                          business arrangement.


04/21/04 - A     MEDCO Health Solutions Inc       58405U102                          03/10/04            14,978
                 *MHS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/22/04 - A     Mercantile Bank Corp. *MBWM*     587376104                          03/01/04             1,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt


04/27/04 - A     Merck & Co., Inc. *MRK*          589331107                          02/24/04            21,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     For        Against                Mgmt
                 4     Prohibit Awards to Executives         Against    Against                ShrHoldr
                 5     Develop Ethical Criteria for Patent   Against    Against                ShrHoldr
                       Extension
                 6     Link Executive Compensation to        Against    Abstain                ShrHoldr
                       Social Issues
                 7     Report on Political Contributions     Against    Against                ShrHoldr
                 8     Report on Operational Impact of       Against    Abstain                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic


04/23/04 - A     Merrill Lynch & Co., Inc.        590188108                          02/24/04            18,300
                 *MER*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Separate Chairman and CEO Positions   Against    Against                ShrHoldr


04/27/04 - A     Metlife, Inc *MET*               59156R108                          03/01/04            28,100
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Curtis H. Barnette
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Harry  P.
                          Kamen and John C.  Danforth.  We recommend  that
                          shareholders  WITHHOLD votes from Harry P. Kamen
                          and John C.  Danforth for standing as affiliated
                          outsiders on the Nominating Committee.
                 1.2   Elect Director John C. Danforth ---
                       Withhold
                 1.3   Elect Director Burton A. Dole, Jr.
                       --- For
                 1.4   Elect Director Harry P. Kamen ---
                       Withhold
                 1.5   Elect Director Charles M. Leighton
                       --- For
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Limit Executive Compensation          Against    Against                ShrHoldr


05/27/04 - A     Metrologic Instruments, Inc.     591676101                          03/31/04             1,400
                 *MTLG*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard C. Close ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception   of   affiliated   outsider   William
                          Rulon-Miller.  We  recommend  that  shareholders
                          WITHHOLD  votes from  William  Rulon-Miller  for
                          standing as an affiliated  outsider on the Audit
                          and  Compensation  committees,  for  failure  to
                          establish an  independent  nominating  committee
                          and  for   failure  to   establish   a  majority
                          independent board.
                 1.2   Elect Director John H. Mathias ---
                       For
                 1.3   Elect Director William Rulon-Miller
                       --- Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


04/28/04 - A     Millipore Corp. *MIL*            601073109                          03/05/04               600
                 1     Elect Directors                       For        For                    Mgmt


06/16/04 - A     Monster Worldwide, Inc. *MNST*   611742107                          04/26/04             1,500
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/20/04 - A     Morgan Stanley *MWD*             617446448                          02/20/04            43,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Declassify the Board of Directors     Against    Against                ShrHoldr
                 4     Submit Severance Agreement            Against    For                    ShrHoldr
                       (Change-in-Control) to Shareholder
                       Vote
                 5     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


05/26/04 - A     MPS GROUP INC *MPS*              553409103                          04/08/04             3,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan
                 4     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan


04/29/04 - A     Mueller Industries, Inc. *MLI*   624756102                          03/08/04             1,500
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Gennaro J. Fulvio
                       --- Withhold
                          We recommend  withholding  votes from all of the
                          nominees.   We   recommend   that   shareholders
                          WITHHOLD   votes   from   Robert  B.  Hodes  for
                          standing  as  an  affiliated   outsider  on  the
                          Nominating  Committee  and  failing  to remove a
                          dead-hand,  slow-hand, or similar feature in the
                          company's poison pill,  Gennaro J. Fulvio,  Gary
                          S.  Gladstein,  and Terry  Hermanson for failing
                          to remove a  dead-hand,  slow-hand,  or  similar
                          feature  in  the  company's   poison  pill,  and
                          William  D.  O'Hagan,  Harvey L. Carp and Robert
                          B.  Hodes for  failing  to  remove a  dead-hand,
                          slow-hand,  or similar  feature in the company's
                          poison  pill and  failing  to create a  majority
                          independent board.
                 1.2   Elect Director Gary S. Gladstein
                       --- Withhold
                 1.3   Elect Director Terry Hermanson ---
                       Withhold
                 1.4   Elect Director Robert B. Hodes ---
                       Withhold
                 1.5   Elect Director Harvey L. Karp ---
                       Withhold
                 1.6   Elect Director William D. O'Hagan
                       --- Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Newfield Exploration Co. *NFX*   651290108                          03/19/04             1,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Increase Authorized Common Stock      For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Nextel Communications, Inc.      65332V103                          04/02/04            34,300
                 *NXTL*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Employee Stock Purchase Plan    For        For                    Mgmt


06/22/04 - A     Nordstrom, Inc. *JWN*            655664100                          03/17/04             5,900
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Norfolk Southern Corp. *NSC*     655844108                          03/05/04            61,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/27/04 - A     North Fork Bancorporation,       659424105                          03/01/04            13,700
                 Inc. *NFB*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Northern Trust Corp. *NTRS*      665859104                          03/01/04            15,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Duane L. Burnham ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of  affiliated   outsider  Robert  A.
                          Helman. We recommend that shareholders  WITHHOLD
                          votes from Robert A.  Helman for  standing as an
                          affiliated outsider on the Nominating Committee.
                 1.2   Elect Director Dolores E. Cross ---
                       For
                 1.3   Elect Director Susan Crown --- For
                 1.4   Elect Director Robert S. Hamada ---
                       For
                 1.5   Elect Director Robert A. Helman ---
                       Withhold
                 1.6   Elect Director Dipak C. Jain --- For
                 1.7   Elect Director Arthur L. Kelly ---
                       For
                 1.8   Elect Director Robert C. Mccormack
                       --- For
                 1.9   Elect Director Edward J. Mooney ---
                       For
                 1.10  Elect Director William A. Osborn
                       --- For
                 1.11  Elect Director John W. Rowe --- For
                 1.12  Elect Director Harold B. Smith ---
                       For
                 1.13  Elect Director William D. Smithburg
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/18/04 - A     Northrop Grumman Corp. *NOC*     666807102                          03/22/04             9,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Develop Ethical Criteria for          Against    Against                ShrHoldr
                       Military Contracts
                 4     Declassify the Board of Directors     Against    Against                ShrHoldr


04/14/04 - A/S   Nova Chemicals Corp. (Formerly   66977W109                          03/08/04             1,800
                 Nova Corp.) *NCX.*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Auditors and Authorize        For        For                    Mgmt
                       Board to Fix Remuneration of
                       Auditors
                 3     Approve Continuation of Company       For        For                    Mgmt
                       Under Canadian Business Corporation
                       Act
                 4     Adopt New By-Laws                     For        For                    Mgmt


04/27/04 - A     Pacer International, Inc.        69373H106                          03/01/04             1,900
                 *PACR*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director P. Michael Giftos
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  affiliated  outsiders  Bruce  H.
                          Spector and Michael S. Gross.  We recommend that
                          shareholders   WITHHOLD   votes  from  Bruce  H.
                          Spector for standing as an  affiliated  outsider
                          on the  Compensation  Committee  and for failure
                          to   establish   an    independent    nominating
                          committee,   and  from   Michael  S.  Gross  for
                          failure to establish an  independent  nominating
                          committee.
                 1.2   Elect Director Michael S. Gross ---
                       Withhold
                 1.3   Elect Director Bruce H. Spector ---
                       Withhold
                 1.4   Elect Director Thomas L. Finkbiner
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     PacifiCare Health Systems,       695112102                          03/31/04             1,200
                 Inc. *PHS*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Aida Alvarez --- For
                          We recommend a vote FOR the  directors  with the
                          exception  of Terry O.  Hartshorn.  We recommend
                          that  shareholders  WITHHOLD votes from Terry O.
                          Hartshorn   for   standing   as  an   affiliated
                          outsider  on  the  Compensation  and  Nominating
                          Committee.
                 1.2   Elect Director Bradley C. Call ---
                       For
                 1.3   Elect Director Terry O. Hartshorn
                       --- Withhold
                 1.4   Elect Director Dominic Ng --- For
                 1.5   Elect Director Howard G. Phanstiel
                       --- For
                 1.6   Elect Director Warren E. Pinckert
                       Ii --- For
                 1.7   Elect Director David A. Reed --- For
                 1.8   Elect Director Charles R. Rinehart
                       --- For
                 1.9   Elect Director Linda Rosenstock ---
                       For
                 1.10  Elect Director Lloyd E. Ross --- For
                 2     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/29/04 - A     PATTERSON-UTI ENERGY INC.        703481101                          05/28/04             1,800
                 *PTEN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Amend Omnibus Stock Plan              For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Peabody Energy Corp. *BTU*       704549104                          03/15/04             1,300
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director William A. Coley ---
                       For
                 1.2   Elect Director Irl F. Engelhardt
                       --- For
                 1.3   Elect Director William C. Rusnack
                       --- For
                 1.4   Elect Director Alan H. Washkowitz
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Require Majority of Independent       Against    For                    ShrHoldr
                       Directors on Board
                          Since  approval  of this  proposal  will  ensure
                          continued   independence   on  the   board,   we
                          recommend a vote for this proposal.


04/22/04 - A     Pfizer Inc. *PFE*                717081103                          02/27/04           210,125
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Report on Operational Impact of       Against    Against                ShrHoldr
                       HIV/AIDS, TB, and Malaria Pandemic
                 5     Cease Political                       Against    Against                ShrHoldr
                       Contributions/Activities
                 6     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 7     Establish Term Limits for Directors   Against    Against                ShrHoldr
                 8     Report on Drug Pricing                Against    Against                ShrHoldr
                 9     Limit Awards to Executives            Against    Against                ShrHoldr
                 10    Amend Animal Testing Policy           Against    Against                ShrHoldr


05/11/04 - A/S   Precision Drilling Corporation   74022D100                          03/22/04               900
                 *PD.*
                 1     Elect W.C. Dunn, Robert J.S.          For        For                    Mgmt
                       Gibson, Murray K. Mullen, Patrick
                       M. Murray, Fred W. Pheasey, Robert
                       L. Phillips, Hank B. Swartout,
                       H.Garth Wiggins as Directors
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve 2004 Stock Option Plan        For        Against                Mgmt
                          We commend the company for expressly  forbidding
                          the  repricing of stock  options  under the plan
                          and  limiting  director   participation  in  the
                          plan.  However,  the total cost of the company's
                          plans of 3.54  percent  is above  the  allowable
                          cap for this company of 3.51 percent.


06/30/04 - A     Protein Design Labs, Inc.        74369L103                          05/20/04             1,500
                 *PDLI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        Against                Mgmt
                          Although    the   plan    expressly    prohibits
                          repricing,  the total cost of the company's plan
                          is 14.04  percent,  which is above the allowable
                          cap for this company of 12.51 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


05/13/04 - A     Providian Financial Corp.        74406A102                          03/15/04            54,600
                 *PVN*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/26/04 - A     Radio One, Inc. *ROIA*           75040P108                          04/16/04             4,600
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Brian W. Mcneill ---
                       For
                          For the holders of Class A common stock,  voting
                          as a single  class,  we recommend a vote FOR the
                          directors.        For  the  holders  of  Class A
                          and  Class B common  stock,  voting  as a single
                          class,  we  recommend  a vote FOR the  directors
                          with the  exceptions of  affiliated  outsider L.
                          Ross Love and  insiders  Alfred C.  Liggins  III
                          and  Catherine  L.  Hughes.  We  recommend  that
                          shareholders  WITHHOLD  votes  from L. Ross Love
                          for  standing as an  affiliated  outsider on the
                          Audit  Committee  and from Alfred C. Liggins III
                          and   Catherine   L.  Hughes  for   standing  as
                          insiders on the Nominating Committee.
                 1.2   Elect Director Terry L. Jones ---
                       For
                 1.3   Elect Director Catherine L. Hughes
                       --- Withhold
                 1.4   Elect Director Alfred C. Liggins
                       III --- Withhold
                 1.5   Elect Director D. Geoffrey
                       Armstrong --- For
                 1.6   Elect Director L. Ross Love ---
                       Withhold
                 1.7   Elect Director Ronald E. Blaylock
                       --- For
                 2     Amend Omnibus Stock Plan              For        Against                Mgmt
                          The total cost of the  company's  plans of 27.33
                          percent  is  above  the  allowable  cap for this
                          company of 19.69 percent.
                 3     Ratify Auditors                       For        For                    Mgmt


06/02/04 - A     Red Robin Gourmet Burgers Inc    75689M101                          04/05/04             1,425
                 *RRGB*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Edward T. Harvey ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception  of   affiliated   outsider   Gary  J.
                          Singer. We recommend that shareholders  WITHHOLD
                          votes  from Gary J.  Singer for  standing  as an
                          affiliated  outsider  on  the  Compensation  and
                          Nominating committees.
                 1.2   Elect Director Gary J. Singer ---
                       Withhold
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


06/09/04 - A     Renal Care Group, Inc. *RCI*     759930100                          04/12/04             1,000
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Amend Non-Employee Director Stock     For        For                    Mgmt
                       Option Plan
                 4     Increase Authorized Common Stock      For        For                    Mgmt


04/16/04 - A/S   Ritchie Bros. Auctioneers        767744105                          03/05/04             1,000
                 *RBA*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve KPMG LLP as Auditors and      For        For                    Mgmt
                       Authorize Board to Fix Remuneration
                       of Auditors
                 3     Approve 2:1 Stock Split               For        For                    Mgmt
                 4     Approve Employee Stock Purchase Plan  For        For                    Mgmt
                          We have no qualms about the  dilution  factor in
                          this  case  given  that  it is  1.5  percent  of
                          shares issued and even in  conjunction  with the
                          existing   stock   option  plan  which   carries
                          potential  dilution  of 2.4  percent,  the total
                          dilution  is under 4 percent.  Nevertheless  our
                          concern lies in the large  discount  afforded in
                          the purchase of these shares of  effectively  50
                          percent as we see it. As  employees  are allowed
                          to contribute  100 percent of their  performance
                          bonus to the plan  and the  entire  contribution
                          is  in  effect   're-imbursed  in  cash',   this
                          amounts  to a 50  percent  discount.  We further
                          note that we consider the  aforesaid  plan to be
                          an  inappropriate  proxy for a pension  plan and
                          thus  do not  appraise  it on such a  basis.  We
                          oppose this resolution.


05/26/04 - A     Roper Industries, Inc. *ROP*     776696106                          03/31/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Brian D. Jellison
                       --- For
                 1.2   Elect Director W. Lawrence Banks
                       --- For
                 1.3   Elect Director David W. Devonshire
                       --- For
                 1.4   Elect Director John F. Fort III ---
                       For
                 2     Amend Omnibus Stock Plan              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.


04/23/04 - A     Rowan Companies, Inc. *RDC*      779382100                          03/01/04            17,200
                 1     Elect Directors                       For        For                    Mgmt


04/30/04 - A     SBC Communications Inc. *SBC*    78387G103                          03/02/04            71,599
                 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        Against                Mgmt
                          This proposal would declassify the board.
                 4     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                 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.


04/14/04 - A     Schlumberger Ltd. *SLB*          806857108                          02/25/04            18,000
                       Meeting for Holders of ADRs
                 1     Elect Directors                       For        For                    Mgmt
                 2     ADOPTION AND APPROVAL OF FINANCIALS   For        For                    Mgmt
                       AND DIVIDENDS
                 3     APPROVAL OF ADOPTION OF THE 2004      For        For                    Mgmt
                       STOCK AND DEFERRAL PLAN FOR
                       NON-EMPLOYEE DIRECTORS
                 4     APPROVAL OF AUDITORS                  For        For                    Mgmt


04/29/04 - A     Schweitzer-Mauduit               808541106                          03/04/04             1,300
                 International Inc. *SWM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt


05/06/04 - A     SCP Pool Corp. *POOL*            784028102                          03/12/04             1,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Select Comfort Corporation       81616X103                          04/02/04             1,300
                 *SCSS*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/19/04 - A     SL Green Realty Corp. *SLG*      78440X101                          03/31/04               800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/20/04 - A     Smith International, Inc.        832110100                          02/27/04             9,700
                 *SII*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director James R. Gibbs ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exception of Jerry W. Neely.  We recommend  that
                          shareholders  WITHHOLD votes from Jerry W. Neely
                          for  standing as an  affiliated  outsider on the
                          Audit and on the Compensation committees.
                 1.2   Elect Director Jerry W. Neely ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt


05/05/04 - A     Southwest Bancorporation of      84476R109                          03/25/04             1,200
                 Texas, Inc. *SWBT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Deferred Compensation Plan    For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/12/04 - A     St. Jude Medical, Inc. *STJ*     790849103                          03/15/04             9,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Michael A. Rocca ---
                       For
                 1.2   Elect Director David A. Thompson
                       --- For
                 1.3   Elect Director Stefan K.
                       Widensohler --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Increase Authorized Common Stock      For        For                    Mgmt
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal    is    unduly    restrictive.     The
                          Compensation     Committee    and     Management
                          Development   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.


05/26/04 - A     St. Mary Land & Exploration      792228108                          04/12/04             1,600
                 Co. *SM*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Restricted Stock Plan         For        For                    Mgmt


05/07/04 - A     Starwood Hotels & Resorts        85590A203                          03/19/04            27,208
                 Worldwide, Inc. *HOT*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Declassify the Board of Directors     For        Against                Mgmt


04/21/04 - A     State Street Corp. (Boston)      857477103                          02/27/04            31,800
                 *STT*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Kennett Burnes ---
                       For
                 1.2   Elect Director David Gruber --- For
                 1.3   Elect Director Linda Hill --- For
                 1.4   Elect Director Charles Lamantia ---
                       For
                 1.5   Elect Director Robert Weissman ---
                       For
                 2     Exempt Board of Directors from        Against    Against                ShrHoldr
                       Massachusetts General Laws, Chapter
                       156B, Section 50A(a)
                          Proposal would declassify the board.


04/30/04 - A     Stewart Information Services     860372101                          03/02/04               700
                 Corp. *STC*
                 1     Elect Directors                       For        For                    Mgmt


06/10/04 - A     Tech Data Corp. *TECD*           878237106                          04/12/04             2,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt
                 3     Eliminate Class of Preferred Stock    For        For                    Mgmt


05/12/04 - A     Telik, Inc. *TELK*               87959M109                          03/25/04             1,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     The Charles Schwab Corp. *SCH*   808513105                          03/18/04            39,100
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt


06/16/04 - A     The Gymboree Corp. *GYMB*        403777105                          04/22/04             2,400
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     The Manitowoc Company, Inc.      563571108                          02/25/04             2,200
                 *MTW*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Non-Employee Director         For        For                    Mgmt
                       Omnibus Stock Plan


06/10/04 - A     The Mills Corporation *MLS*      601148109                          04/12/04               600
                 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
                 4     Approve Omnibus Stock Plan            For        For                    Mgmt
                 5     Approve Executive High Performance    For        For                    Mgmt
                       Program


04/16/04 - A     The Progressive Corp. *PGR*      743315103                          02/18/04            17,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Articles to Issue Shares        For        For                    Mgmt
                       without Issuing Physical
                       Certificates
                 3     Approve Executive Incentive Bonus     For        For                    Mgmt
                       Plan
                 4     Ratify Auditors                       For        For                    Mgmt


05/07/04 - A     Three-Five Systems, Inc. *TFS*   88554L108                          03/24/04             5,800
                 1     Elect Directors                       For        For                    Mgmt
                 2     Approve Omnibus Stock Plan            For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Tiffany & Co. *TIF*              886547108                          03/25/04            37,181
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/06/04 - A     Tom Brown, Inc.                  115660201                          03/09/04             1,700
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director David M. Carmichael
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exception of affiliated  outsider  Henry Groppe.
                          We recommend  that  shareholders  WITHHOLD votes
                          from Henry Groppe for standing as an  affiliated
                          outsider on the Compensation Committee.
                 1.2   Elect Director Henry Groppe ---
                       Withhold
                 1.3   Elect Director Edward W. LeBaron,
                       Jr. --- For
                 1.4   Elect Director James D. Lightner
                       --- For
                 1.5   Elect Director John C. Linehan ---
                       For
                 1.6   Elect Director Wayne W. Murdy ---
                       For
                 1.7   Elect Director James B. Wallace ---
                       For
                 1.8   Elect Director Robert H. Whilden,
                       Jr. --- For
                 2     Increase Authorized Common Stock      For        For                    Mgmt


06/02/04 - A     Toys 'R' Us, Inc. *TOY*          892335100                          04/09/04             3,100
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director RoAnn Costin --- For
                 1.2   Elect Director John H. Eyler, Jr.
                       --- For
                 1.3   Elect Director Roger N. Farah ---
                       For
                 1.4   Elect Director Peter A. Georgescu
                       --- For
                 1.5   Elect Director Cinda A. Hallman ---
                       For
                 1.6   Elect Director Calvin Hill --- For
                 1.7   Elect Director Nancy Karch --- For
                 1.8   Elect Director Norman S. Matthews
                       --- For
                 1.9   Elect Director Arthur B. Newman ---
                       For
                 1.10  Elect Director Frank R. Noonan ---
                       For
                 2     Require a Majority Vote for the       Against    Against                ShrHoldr
                       Election of Directors
                          Given that: (i) the plurality  voting  threshold
                          is  the  currently  accepted  standard  for  the
                          election   of   directors   of   publicly-traded
                          companies,  (ii)  approval  of this  item  could
                          disrupt  board   operations  and  the  company's
                          financial  performance  in the event some or all
                          of  the   director   nominees   do  not  receive
                          majority  support and do not get elected,  (iii)
                          requiring  a  majority  vote of the  outstanding
                          shares   could   in   effect   provide   for   a
                          supermajority   of  votes   cast,   which  would
                          adversely affect shareholders'  ability to elect
                          directors in a contested election,  and (iv) 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 at this
                          point in time  believe  the  proposed  amendment
                          warrants shareholder support.


05/12/04 - A     Tribune Co. *TRB*                896047107                          03/17/04            21,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Jeffrey Chandler ---
                       For
                 1.2   Elect Director William A. Osborn
                       --- For
                 1.3   Elect Director Kathryn C. Turner
                       --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Omnibus Stock Plan              For        Against                Mgmt
                          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 12.74  percent is above the allowable cap for
                          this company of 6.63 percent.


04/29/04 - A     UCBH Holdings, Inc. *UCBH*       90262T308                          02/29/04             1,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Certificate to Remove           For        For                    Mgmt
                       Anti-Takeover Provision
                 3     Ratify Auditors                       For        For                    Mgmt


05/20/04 - A     Ultra Petroleum Corp. *UPL*      903914109                          04/08/04             2,000
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Michael D. Watford as a
                       Director --- For
                 1.2   Elect William C. Helton as a
                       Director --- For
                 1.3   Elect James E. Nielson as a
                       Director --- For
                 1.4   Elect Robert E. Rigney as a
                       Director --- For
                 1.5   Elect James C. Roe as a Director
                       --- For
                 2     Approve Auditors and Authorize        For        For                    Mgmt
                       Board to Fix Remuneration of
                       Auditors
                 3     Other Business                        For        Against                Mgmt
                          As we can not know the content of these  issues,
                          we cannot  recommend that  shareholders  approve
                          this request.


05/17/04 - A     United Bankshares, Inc. *UBSI*   909907107                          03/29/04             1,900
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Richard M. Adams ---
                       For
                          We recommend a vote FOR the  directors  with the
                          exceptions of affiliated  outsiders F.T.  Graff,
                          Jr.  and  H.  Smoot  Fahlgren,  and  independent
                          outsider W. Gaston  Caperton,  III. We recommend
                          that shareholders  WITHHOLD votes from W. Gaston
                          Caperton,  III for  poor  attendance,  and  F.T.
                          Graff,  Jr. and H. Smoot  Fahlgren  for standing
                          as affiliated  outsiders on the Compensation and
                          Nominating & Governance Committees.
                 1.2   Elect Director Robert G. Astorg ---
                       For
                 1.3   Elect Director Thomas J. Blair, III
                       --- For
                 1.4   Elect Director Harry L. Buch --- For
                 1.5   Elect Director W. Gaston Caperton,
                       III --- Withhold
                 1.6   Elect Director Lawrence K. Doll ---
                       For
                 1.7   Elect Director H. Smoot Fahlgren
                       --- Withhold
                 1.8   Elect Director Theodore J.
                       Georgelas --- For
                 1.9   Elect Director F.T. Graff, Jr. ---
                       Withhold
                 1.10  Elect Director Russell L. Isaacs
                       --- For
                 1.11  Elect Director John M. Mcmahon ---
                       For
                 1.12  Elect Director J. Paul Mcnamara ---
                       For
                 1.13  Elect Director G. Ogden Nutting ---
                       For
                 1.14  Elect Director William C. Pitt, III
                       --- For
                 1.15  Elect Director I. N. Smith, Jr. ---
                       For
                 1.16  Elect Director James G. Tardiff ---
                       For
                 1.17  Elect Director Mary K. Weddle ---
                       For
                 1.18  Elect Director P. Clinton Winter,
                       Jr. --- 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.


04/13/04 - A     United Defense Inds Inc *UDI*    91018B104                          02/13/04             1,500
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Frank C. Carlucci
                       --- Withhold
                          We recommend a vote FOR the  directors  with the
                          exceptions  of  independent  outsiders  John  M.
                          Shalikashvili   and   Frank  C.   Carlucci.   We
                          recommend that shareholders  WITHHOLD votes from
                          John M.  Shalikashvili and Frank C. Carlucci for
                          poor attendance.
                 1.2   Elect Director Peter J. Clare ---
                       For
                 1.3   Elect Director William E. Conway,
                       Jr. --- For
                 1.4   Elect Director C. Thomas Faulders,
                       III --- For
                 1.5   Elect Director Robert J. Natter ---
                       For
                 1.6   Elect Director J. H. Binford Peay,
                       III --- For
                 1.7   Elect Director Thomas W. Rabaut ---
                       For
                 1.8   Elect Director Francis Raborn ---
                       For
                 1.9   Elect Director John M.
                       Shalikashvili --- Withhold
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/28/04 - A     United Surgical Partners         913016309                          03/12/04             2,900
                 International Inc *USPI*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


04/14/04 - A     United Technologies Corp.        913017109                          02/17/04            18,500
                 *UTX*
                 1     Elect Directors                       For        For                    Mgmt
                 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    Against                ShrHoldr


05/05/04 - A     Ventana Medical Systems, Inc.    92276H106                          03/19/04             1,700
                 *VMSI*
                 1     Ratify Auditors                       For        For                    Mgmt
                 2     Elect Directors                       For        For                    Mgmt


04/28/04 - A     Verizon Communications *VZ*      92343V104                          03/01/04            55,200
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Restore or Provide for Cumulative     Against    Against                ShrHoldr
                       Voting
                 4     Require Majority of Independent       Against    Against                ShrHoldr
                       Directors on Board
                          Because  the  company   already   satisfies  our
                          guidelines  on  independence   and  has  already
                          established  a formal  independence  policy that
                          goes  above  and  beyond  our  requirements,  we
                          believe  that  this  proposal  does not  warrant
                          shareholder support.
                 5     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 6     Submit Shareholder Rights Plan        Against    For                    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.
                 7     Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          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
                          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    Abstain                ShrHoldr
                       by Race and Gender
                 10    Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities
                          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
                          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.


05/12/04 - A     Vishay Intertechnology, Inc.     928298108                          03/29/04             3,200
                 *VSH*
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director Dr. Felix Zandman
                       --- Withhold
                          We   recommend   a  vote  FOR  Zvi  Grinfas  but
                          WITHHOLD votes from all the other  nominees.  We
                          recommend that shareholders  WITHHOLD votes from
                          Philippe  Gazeau for  standing as an  affiliated
                          outsider on the Audit  Committee and for failure
                          to establish a majority  independent  board.  We
                          also recommend  WITHHOLDING  votes from insiders
                          Dr.  Felix  Zandman  and  Dr.  Gerald  Paul  for
                          failure  to  establish  a  majority  independent
                          board.
                 1.2   Elect Director Philippe Gazeau ---
                       Withhold
                 1.3   Elect Director Zvi Grinfas --- For
                 1.4   Elect Director Dr. Gerald Paul ---
                       Withhold
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Amend Executive Incentive Bonus Plan  For        For                    Mgmt
                 4     Approve Restricted Stock Plan         For        For                    Mgmt


06/04/04 - A     Wal-Mart Stores, Inc. *WMT*      931142103                          04/05/04           120,900
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director James W. Breyer ---
                       For
                 1.2   Elect Director M. Michele Burns ---
                       For
                 1.3   Elect Director Thomas M. Coughlin
                       --- For
                 1.4   Elect Director David D. Glass ---
                       For
                 1.5   Elect Director Roland A. Hernandez
                       --- For
                 1.6   Elect Director Dawn G. Lepore ---
                       For
                 1.7   Elect Director John D. Opie --- For
                 1.8   Elect Director J. Paul Reason ---
                       For
                 1.9   Elect Director H. Lee Scott, Jr.
                       --- For
                 1.10  Elect Director Jack C. Shewmaker
                       --- For
                 1.11  Elect Director Jose H. Villarreal
                       --- For
                 1.12  Elect Director John T. Walton ---
                       For
                 1.13  Elect Director S. Robson Walton ---
                       For
                 1.14  Elect Director Christopher J.
                       Williams --- For
                 2     Approve Stock Option Plan             For        For                    Mgmt
                 3     Approve Stock Option Plan             For        For                    Mgmt
                 4     Amend Employee Stock Purchase Plan    For        For                    Mgmt
                 5     Ratify Auditors                       For        For                    Mgmt
                 6     Separate Chairman and CEO Positions   Against    Against                ShrHoldr
                 7     Prepare Sustainability Report         Against    Against                ShrHoldr
                 8     Report on Stock Option Distribution   Against    Abstain                ShrHoldr
                       by Race and Gender
                 9     Report on Genetically Modified        Against    Against                ShrHoldr
                       Organisms (GMO)
                 10    Prepare Diversity Report              Against    Abstain                ShrHoldr
                 11    Submit Executive Compensation to      Against    For                    ShrHoldr
                       Vote
                          We  acknowledge  the tax  benefits  arising from
                          deferring   executive   compensation.   However,
                          paying  above-market  interest rates on deferred
                          compensation  is not "best practice" and results
                          in  an  additional   expense  to   shareholders.
                          According to an Executive  Benefits Survey (2003
                          Results)  published  by Clark  Consulting,  only
                          seven   percent   of   the   227   participating
                          companies  provided  a bonus  rate  above  their
                          base earnings  rate. In addition,  the increment
                          formula for long term  participating in the plan
                          is  unique  and  quite   generous.   We  believe
                          shareholders   may   benefit   from  having  the
                          opportunity  to make their own evaluation of the
                          deferred compensation packages,  especially when
                          such plans contain unique  features  beyond best
                          practice.


05/26/04 - A     Waste Connections, Inc. *WCN*    941053100                          03/29/04             1,300
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                       and Eliminate Class of Preferred
                       Stock
                 3     Approve Omnibus Stock Plan            For        For                    Mgmt
                 4     Ratify Auditors                       For        For                    Mgmt


05/17/04 - A     Watson Pharmaceuticals, Inc.     942683103                          03/19/04            12,000
                 *WPI*
                 1     Elect Directors                       For        For                    Mgmt
                 1.1   Elect Director Allen Chao, Ph.D.
                       --- For
                 1.2   Elect Director Michel J. Feldman
                       --- For
                 1.3   Elect Director Fred G. Weiss --- For
                 2     Ratify Auditors                       For        For                    Mgmt
                 3     Review Executive Compensation         Against    Against                ShrHoldr
                          While we  understand  the  proponent's  concerns
                          with  escalating  CEO pay,  we believe  that the
                          proposal is unduly  restrictive.  The  company's
                          independent  Compensation  Committee 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.


06/28/04 - S     WellPoint Health Networks Inc.   94973H108                          05/10/04            25,100
                 *WLP*
                 1     Approve Merger Agreement              For        For                    Mgmt


04/27/04 - A     Wells Fargo & Company *WFC*      949746101                          03/09/04            46,300
                 1     Elect Directors                       For        Split                  Mgmt
                 1.1   Elect Director J.A. Blanchard III
                       --- For
                          We recommend a vote FOR the  directors  with the
                          exceptions  of affiliated  outsiders  Michael W.
                          Wright,  Judith M. Runstad,  and Donald B. Rice.
                          We recommend  that  shareholders  WITHHOLD votes
                          from  Judith  M.  Runstad  for  standing  as  an
                          affiliated  outsider  on  the  Audit  Committee,
                          Michael  W.   Wright  and  Donald  B.  Rice  for
                          standing as  affiliated  outsiders  on the Human
                          Resources    and    Governance    &   Nominating
                          committees.
                 1.2   Elect Director Susan E. Engel ---
                       For
                 1.3   Elect Director Enrique Hernandez,
                       Jr. --- For
                 1.4   Elect Director Robert L. Joss ---
                       For
                 1.5   Elect Director Reatha Clark King
                       --- For
                 1.6   Elect Director Richard M.
                       Kovacevich --- For
                 1.7   Elect Director Richard D. McCormick
                       --- For
                 1.8   Elect Director Cynthia H. Milligan
                       --- For
                 1.9   Elect Director Philip J. Quigley
                       --- For
                 1.10  Elect Director Donald B. Rice ---
                       Withhold
                 1.11  Elect Director Judith M. Runstad
                       --- Withhold
                 1.12  Elect Director Stephen W. Sanger
                       --- For
                 1.13  Elect Director Susan G. Swenson ---
                       For
                 1.14  Elect Director Michael W. Wright
                       --- Withhold
                 2     Approve Retirement Plan               For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Expense Stock Options                 Against    For                    ShrHoldr
                          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 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  other
                          forms of  compensation  to  better  reflect  the
                          company's  true earnings and provide  additional
                          discipline  against  overuse.   Moreover,   this
                          proposal   received  majority  support  at  last
                          year's meeting.
                 5     Limit Executive Compensation          Against    Against                ShrHoldr
                 6     Link Executive Compensation to        Against    Against                ShrHoldr
                       Social Issues
                 7     Report on Political                   Against    Against                ShrHoldr
                       Contributions/Activities


06/09/04 - A     Wind River Systems, Inc.         973149107                          04/21/04             6,100
                 *WIND*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/04/04 - A     Winston Hotels, Inc. *WXH*       97563A102                          03/10/04             2,700
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


05/27/04 - A     Wintrust Financial Corp.         97650W108                          04/07/04             1,000
                 *WTFC*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Amend Omnibus Stock Plan              For        For                    Mgmt


04/22/04 - A     Wolverine World Wide, Inc.       978097103                          03/01/04             1,600
                 *WWW*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Ratify Auditors                       For        For                    Mgmt


06/03/04 - A     Zebra Technologies Corp.         989207105                          04/08/04               900
                 *ZBRA*
                 1     Elect Directors                       For        For                    Mgmt
                 2     Increase Authorized Common Stock      For        For                    Mgmt
                 3     Ratify Auditors                       For        For                    Mgmt
                 4     Adopt Charter Language on Board       Against    Abstain                ShrHoldr
                       Diversity






                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT HIGH YIELD FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT HIGH YIELD FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 30, 2004

THRIVENT HIGH YIELD FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None



                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT HIGH YIELD FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

04/27/04 - A     TVMAX Holdings, Inc.             87307X104                          03/12/04            36,330
                 1     Elect Directors                       For        Withhold               Mgmt
                 1.1   Elect Director Steven G. Singer ---
                       Withhold
                          We  recommend  WITHHOLD  votes from all nominees
                          for  potentially   paying  excessive   non-audit
                          fees. We also recommend  WITHHOLD votes from all
                          nominees  for failure to  establish  independent
                          key board committees.
                 1.2   Elect Director D.R. Edge, Jr. ---
                       Withhold
                 1.3   Elect Director Jeffrey A. Brodsky
                       --- Withhold
                 1.4   Elect Director Lauren M. Kreuter
                       --- Withhold
                 1.5   Elect Director Seth P. Plattus ---
                       Withhold




                                                 Vote Summary Report
                                             Jul 01, 2003 - Jun 30, 2004


  THRIVENT PARTNER HIGH YIELD FUND


  Meeting   Company/                                               Notification  Proposal   Vote  Voting    Mgmt
    Date    Ballot Issues                   Ticker       Cusip         Date         By      Cast  Result     Rec



            Cadmus Communications             N/A      127587AB9     04/30/2004
                Consent to the proposed amendment in the Indenture                Issuer   Y     For     For



            CMS Panhandle Holding Co.         N/A      12589YAD1     07/11/2003
                Consent to the amendments in the Indenture                        Issuer   Y     For     For



            CMS Panhandle Holding Co.         N/A      12589YAF6     07/11/2003
                Consent to the amendments in the Indenture                        Issuer   Y     For     For



            Crown Castle                      N/A      228227AF1     11/29/2003
                Consent to the amendments in the Indenture                        Issuer   Y     For     For



            Dresser                           N/A      26157VAB3     11/24/2003
                Consent to adopt proposed amendments, consent fee                 Issuer   Y     For     For



 02/04/2004 Eircom                            N/A      28257PAC9     01/28/2004
                Consent to the proposed amendments in the Indenture               Issuer   Y     For     For



            Extended Stay America             N/A      30224PAE1     04/01/2004
                Consent to the proposed amendment in the Indenture                Issuer   Y     For     For



            Extendicare Health                N/A      302244AC2     04/06/2004
                Consent to the proposed amendment in the Indenture                Issuer   Y     For     For



            Garden States Newspapers          N/A      365438AD2     11/10/2003
                Consent to the amendments in the Indenture                        Issuer   Y     For     For



            Healthsouth (TRAINS)              N/A      87613YAG6     04/01/2004
                Consent to the proposed amendment in the Indenture                Issuer   Y     For     For



                                                 Vote Summary Report
                                             Jul 01, 2003 - Jun 30, 2004


  THRIVENT PARTNER HIGH YIELD FUND


  Meeting   Company/                                               Notification  Proposal   Vote  Voting    Mgmt
    Date    Ballot Issues                   Ticker       Cusip         Date         By      Cast  Result     Rec



            Healthsouth Corp.                 N/A      421924AR2     03/17/2004
                Consent to the proposed amendments in the Indenture               Issuer   Y     Abstain    Abstain



            Healthsouth Corp.                 N/A      421924AX9     03/17/2004
                Consent to the proposed amendments in the Indenture               Issuer   Y     Abstain    Abstain



 07/25/2003 Jet Equipment Trust               N/A      477122AN5     07/08/2003
                Consent to the amendments in the Indenture                        Issuer   Y     For     For



 09/23/2003 Pacific Gas & Electric            N/A      694308FT9     09/02/2003
                Consent to proposed settlement agreement                          Issuer   Y     For     For



            QWEST                             N/A      749121AL3     11/21/2003
                Consent to the amendments in the Indenture                        Issuer   Y     For     For



            QWEST                             N/A      74913EAE0     11/21/2003
                Consent to the amendments in the Indenture                        Issuer   Y     Abstain    Abstain



            QWEST                             N/A      74913EAH3     11/21/2003
                Consent to the amendments in the Indenture                        Issuer   Y     Abstain    Abstain



            QWEST                             N/A      74913EAJ9     11/21/2003
                Consent to the amendments in the Indenture                        Issuer   Y     Abstain    Abstain



            QWEST                             N/A      74913RAB7     11/21/2003
                Consent to the amendments in the Indenture                        Issuer   Y     Abstain    Abstain



            Triad Hospital                    N/A      89579KAB5     04/27/2004
                Consent to the proposed amendment in the Indenture                Issuer   Y     For     For



                                                 Vote Summary Report
                                             Jul 01, 2003 - Jun 30, 2004


  THRIVENT PARTNER HIGH YIELD FUND


  Meeting   Company/                                               Notification  Proposal   Vote  Voting    Mgmt
    Date    Ballot Issues                   Ticker       Cusip         Date         By      Cast  Result     Rec



            Vivendi Universal                 N/A      92852EAA3     11/12/2003
                Consent to adopt proposed amendments, consent fee                 Issuer   Y     For     For



 08/26/2003 WorldCOM                          N/A      552673AU9     06/19/2003
                Consent to adopt proposed plan of reorganization                  Issuer   Y     For     For



 08/26/2003 WorldCOM                          N/A      98155KAJ1     06/19/2003
                Consent to adopt proposed plan of reorganization                  Issuer   Y     For     For



 08/26/2003 WorldCOM                          N/A      98157DAK2     06/19/2003
                Consent to adopt proposed plan of reorganization                  Issuer   Y     For     For




                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT MUNICIPAL BOND FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT MUNICIPAL BOND FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 30, 2004

THRIVENT MUNICIPAL BOND FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None



                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT MUNICIPAL BOND FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

LB MUNICIPAL BOND FUND (MERGED INTO THRIVENT MUNICIPAL BOND FUND ON 7/17/2004)

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

LB MUNICIPAL BOND FUND (MERGED INTO THRIVENT MUNICIPAL BOND FUND ON 7/17/2004)

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 30, 2004

LB MUNICIPAL BOND FUND (MERGED INTO THRIVENT MUNICIPAL BOND FUND ON 7/17/2004)

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None



                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

LB MUNICIPAL BOND FUND (MERGED INTO THRIVENT MUNICIPAL BOND FUND ON 7/17/2004)

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None



                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT INCOME FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT INCOME FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 30, 2004

THRIVENT INCOME FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None



                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT INCOME FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None





                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT CORE BOND FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT CORE BOND FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 30, 2004

THRIVENT CORE BOND FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None



                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT CORE BOND FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None





                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT LIMITED MATURITY BOND FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT LIMITED MATURITY BOND FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 30, 2004

THRIVENT LIMITED MATURITY BOND FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None



                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT LIMITED MATURITY BOND FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None





                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT BOND INDEX FUND-I

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT BOND INDEX FUND-I

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 30, 2004

THRIVENT BOND INDEX FUND-I

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None



                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT BOND INDEX FUND-I

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None





                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT MONEY MARKET FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT MONEY MARKET FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 30, 2004

THRIVENT MONEY MARKET FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None



                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT MONEY MARKET FUND

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None



                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

LB MONEY MARKET FUND (MERGED INTO THRIVENT MONEY MARKET FUND ON 7/17/2004)

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

LB MONEY MARKET FUND (MERGED INTO THRIVENT MONEY MARKET FUND ON 7/17/2004)

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 30, 2004

LB MONEY MARKET FUND (MERGED INTO THRIVENT MONEY MARKET FUND ON 7/17/2004)

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None



                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

LB MONEY MARKET FUND (MERGED INTO THRIVENT MONEY MARKET FUND ON 7/17/2004)

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None




                                              Vote Summary Report
                                          Jul 01, 2003 - Sep 30, 2003

THRIVENT U.S. GOVERNMENT ZERO COUPON TARGET FUND, SERIES 2006

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Oct 01, 2003 - Dec 31, 2003

THRIVENT U.S. GOVERNMENT ZERO COUPON TARGET FUND, SERIES 2006

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None


                                              Vote Summary Report
                                          Jan 01, 2004 - Mar 30, 2004

THRIVENT U.S. GOVERNMENT ZERO COUPON TARGET FUND, SERIES 2006

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None



                                              Vote Summary Report
                                          Apr 01, 2004 - Jun 30, 2004

THRIVENT U.S. GOVERNMENT ZERO COUPON TARGET FUND, SERIES 2006

Mtg              Company/                                    Mgmt       Vote         Record              Shares
Date/Type        Ballot Issues                    Security   Rec        Cast         Date      Prpnent    Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------

                 None

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.

Date: August 31, 2004                                          THRIVENT MUTUAL FUNDS

                                                                           *
                                                               ------------------------------------
                                                               Pamela J. Moret
                                                               President

*John C. Bjork, my signing his name hereto, does hereby sign this document on behalf of Pamela J. Moret pursuant to a power of attorney incorporated by reference from the initial registration statement of Thrivent Mutual Funds on Form N-14, file no. 333-113514, filed on March 11, 2004.

                                                               By:  /s/ John C. Bjork
                                                                    --------------------------------
                                                                    John C. Bjork, Attorney-in-fact