UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB Number:  3235-0582
	Expires:    March 31, 2006
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FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number  811-5634
Morgan Stanley Strategist Fund
(Exact name of registrant as specified in charter)
1221 Avenue of the Americas,  New York, New York	10020
(Address of principal executive offices)	(Zip code)
Barry Fink Esq. Morgan Stanley Investment Advisors Inc. 1221 Avenue of the Americas New York, New York  10020
(Name and address of agent for service)
Registrant’s telephone number, including area code:  800-869-6397
Date of fiscal year end:  7/31
Date of reporting period:  6/30/04

Item 1. Proxy Voting Record.

Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:

(a)	The name of the issuer of the portfolio security;
(b)	The exchange ticker symbol of the portfolio security;
(c)	The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;
(d)	The shareholder meeting date;
(e)	A brief identification of the matter voted on;
(f)	Whether the matter was proposed by the issuer or by a security holder;
(g)	Whether the registrant cast its vote on the matter;
(h)	How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
(i)	Whether the registrant cast its vote for or against management.

FORM N-Px REPORT

ICA File Number: 811-05634

Reporting Period: 07/01/2003 - 06/30/2004

Morgan Stanley Strategist Fund

MORGAN STANLEY STRATEGIST FUND

ABITIBI CONSOLIDATED INC.

Ticker:	A.	Security ID:	003924107
Meeting Date:	APR 29, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect Dong Kil Cho, Marlene Davidge, William Davis, Richard Drouin, Lise Lachapelle, Gary Lukassen, C. Edward Medland, John A. Tory, David Ward and John Weaver as Directors	For	For	Management
2	Appoint PricewaterhouseCoopers LLP as Auditors	For	For	Management

ACCENTURE LTD BERMUDA

Ticker:	ACN	Security ID:	G1150G111
Meeting Date:	FEB 5, 2004	Meeting Type:	Annual
Record Date:	DEC 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Appoint Dennis F. Hightower, William L. Kimsey, Robert I. Lipp, and Wulf von Schimmelmann as Directors	For	For	Management
2	Approve KPMG LLP as Independent Auditors and Authorize Board to Fix Their Remuneration	For	For	Management
3	Transact Other Business (Non-Voting)	None	None	Management

ACE LTD.

Ticker:	ACE	Security ID:	G0070K103
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	APR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Brian Duperreault	For	For	Management
1.2	Elect Director Robert M. Hernandez	For	For	Management
1.3	Elect Director Peter Menikoff	For	For	Management
1.4	Elect Director Robert Ripp	For	For	Management
1.5	Elect Director Dermot F. Smurfit	For	For	Management
2	PROPOSAL TO APPROVE THE ACE LIMITED 2004 LONG-TERM INCENTIVE PLAN.	For	For	Management
3	PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS OF ACE LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	For	For	Management

1

ALLSTATE CORP., THE

Ticker:	ALL	Security ID:	020002101
Meeting Date:	MAY 18, 2004	Meeting Type:	Annual
Record Date:	MAR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director F. Duane Ackerman	For	For	Management
1.2	Elect Director James G. Andress	For	For	Management
1.3	Elect Director Edward A. Brennan	For	For	Management
1.4	Elect Director W. James Farrell	For	For	Management
1.5	Elect Director Jack M. Greenberg	For	For	Management
1.6	Elect Director Ronald T. LeMay	For	For	Management
1.7	Elect Director Edward M. Liddy	For	For	Management
1.8	Elect Director J. Christopher Reyes	For	For	Management
1.9	Elect Director H. John Riley, Jr.	For	For	Management
1.10	Elect Director Joshua I. Smith	For	For	Management
1.11	Elect Director Judith A. Sprieser	For	For	Management
1.12	Elect Director Mary Alice Taylor	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Executive Incentive Bonus Plan	For	For	Management
4	Amend Executive Incentive Bonus Plan	For	For	Management
5	Provide for Cumulative Voting	Against	Against	Shareholder

ALLTEL CORP.

Ticker:	AT	Security ID:	020039103
Meeting Date:	APR 22, 2004	Meeting Type:	Annual
Record Date:	FEB 24, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Scott T. Ford	For	For	Management
1.2	Elect Director Lawrence L. Gellerstedt, III	For	For	Management
1.3	Elect Director Emon A. Mahony, Jr.	For	For	Management
1.4	Elect Director Ronald Townsend	For	For	Management
2	Ratify Auditors	For	For	Management
3	Ammend EEO - Sexual Orientation	Against	Against	Shareholder

AMAZON.COM, INC.

Ticker:	AMZN	Security ID:	023135106
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	MAR 29, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffrey P. Bezos	For	For	Management
1.2	Elect Director Tom A. Alberg	For	For	Management
1.3	Elect Director L. John Doerr	For	For	Management
1.4	Elect Director William B. Gordon	For	For	Management
1.5	Elect Director Myrtle S. Potter	For	For	Management
1.6	Elect Director Thomas O. Ryder	For	For	Management
1.7	Elect Director Patricia Q. Stonesifer	For	For	Management
2	Ratify Auditors	For	For	Management
3	Limit Executive Compensation	Against	Against	Shareholder

2

AMERICAN EXPRESS CO.

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

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

AMERICAN INTERNATIONAL GROUP, INC.

Ticker:	AIG	Security ID:	026874107
Meeting Date:	MAY 19, 2004	Meeting Type:	Annual
Record Date:	MAR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director M. Bernard Aidinoff	For	For	Management
1.2	Elect Director Pei-Yuan Chia	For	For	Management
1.3	Elect Director Marshall A. Cohen	For	For	Management
1.4	Elect Director Willaim S. Cohen	For	For	Management
1.5	Elect Director Martin S. Feldstein	For	For	Management
1.6	Elect Director Ellen V. Futter	For	For	Management
1.7	Elect Director Maurice R. Greenberg	For	For	Management
1.8	Elect Director Carla A. Hills	For	For	Management
1.9	Elect Director Frank J. Hoenemeyer	For	For	Management
1.10	Elect Director Richard C. Holbrooke	For	For	Management
1.11	Elect Director Donald P. Kanak	For	For	Management
1.12	Elect Director Howard I. Smith	For	For	Management
1.13	Elect Director Martin J. Sullivan	For	For	Management
1.14	Elect Director Edmund S.W. Tse	For	For	Management
1.15	Elect Director Frank G. Zarb	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Approve Non-Employee Director Stock Option Plan	For	For	Management
4	Ratify Auditors	For	For	Management
5	Report on Political Contributions/Activities	Against	Against	Shareholder
6	Divest from Tobacco Equities	Against	Against	Shareholder
7	Link Executive Compensation to Predatory Lending	Against	Against	Shareholder

3

AMR CORP.

Ticker:	AMR	Security ID:	001765106
Meeting Date:	MAY 19, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gerard J. Arpey	For	For	Management
1.2	Elect Director John W. Bachmann	For	For	Management
1.3	Elect Director David L. Boren	For	For	Management
1.4	Elect Director Edward A. Brennan	For	For	Management
1.5	Elect Director Armando M. Codina	For	For	Management
1.6	Elect Director Earl G. Graves	For	For	Management
1.7	Elect Director Ann McLaughlin Korologos	For	For	Management
1.8	Elect Director Michael A. Miles	For	For	Management
1.9	Elect Director Philip J. Purcell	For	For	Management
1.10	Elect Director Joe M. Rodgers	For	For	Management
1.11	Elect Director Judith Rodin, Ph.D.	For	For	Management
1.12	Elect Director Roger T. Staubach	For	For	Management
2	Ratify Auditors	For	For	Management
3	Affirm Nonpartisan Political Policy	Against	For	Shareholder
4	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	Against	For	Shareholder

AMSOUTH BANCORPORATION

Ticker:	ASO	Security ID:	032165102
Meeting Date:	APR 15, 2004	Meeting Type:	Annual
Record Date:	FEB 17, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Claude B. Nielsen	For	For	Management
1.2	Elect Director Cleophus Thomas, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Employee Stock Purchase Plan	For	For	Management
4	Amend Omnibus Stock Plan	For	For	Management
5	Approve Non-Employee Director Stock Option Plan	For	For	Management
6	Political Contributions	Against	Against	Shareholder

APPLE COMPUTER, INC.

Ticker:	AAPL	Security ID:	037833100
Meeting Date:	APR 22, 2004	Meeting Type:	Annual
Record Date:	FEB 24, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William V. Campbell	For	For	Management
1.2	Elect Director Millard S. Drexler	For	For	Management
1.3	Elect Director Albert A. Gore, Jr.	For	For	Management
1.4	Elect Director Steven P. Jobs	For	For	Management
1.5	Elect Director Arthur D. Levinson	For	For	Management
1.6	Elect Director Jerome B. York	For	For	Management
2	Ratify Auditors	For	For	Management
3	Limit Executive Compensation	Against	Against	Shareholder

4

APPLERA CORP

Ticker:	ABI	Security ID:	038020202
Meeting Date:	OCT 16, 2003	Meeting Type:	Annual
Record Date:	AUG 27, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard H. Ayers	For	For	Management
1.2	Elect Director Jean-Luc Belingard	For	For	Management
1.3	Elect Director Robert H. Hayes	For	For	Management
1.4	Elect Director Arnold J. Levine	For	For	Management
1.5	Elect Director William H. Longfield	For	For	Management
1.6	Elect Director Theodore E. Martin	For	For	Management
1.7	Elect Director Carolyn W. Slayman	For	For	Management
1.8	Elect Director Orin R. Smith	For	For	Management
1.9	Elect Director James R. Tobin	For	For	Management
1.10	Elect Director Tony L. White	For	For	Management
2	Ratify Auditors	For	For	Management

APPLIED MATERIALS, INC.

Ticker:	AMAT	Security ID:	038222105
Meeting Date:	MAR 24, 2004	Meeting Type:	Annual
Record Date:	JAN 30, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael H. Armacost	For	For	Management
1.2	Elect Director Deborah A. Coleman	For	For	Management
1.3	Elect Director Herbert M. Dwight, Jr.	For	For	Management
1.4	Elect Director Philip V. Gerdine	For	For	Management
1.5	Elect Director Paul R. Low	For	For	Management
1.6	Elect Director Dan Maydan	For	For	Management
1.7	Elect Director Steven L. Miller	For	For	Management
1.8	Elect Director James C. Morgan	For	For	Management
1.9	Elect Director Gerhard H. Parker	For	For	Management
1.10	Elect Director Michael R. Splinter	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management

ARCHER-DANIELS-MIDLAND COMPANY

Ticker:	ADM	Security ID:	039483102
Meeting Date:	NOV 6, 2003	Meeting Type:	Annual
Record Date:	SEP 12, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director G. Allen Andreas	For	For	Management
1.2	Elect Director Mollie Hale Carter	For	For	Management
1.3	Elect Director Roger S. Joslin	For	For	Management
1.4	Elect Director D.J. Mimran	For	For	Management
1.5	Elect Director Patrick J. Moore	For	For	Management
1.6	Elect Director M. Brian Mulroney	For	For	Management
1.7	Elect Director J. K. Vanier	For	For	Management
1.8	Elect Director O. G. Webb	For	For	Management
1.9	Elect Director Kelvin R. Westbrook	For	For	Management

5

BANK OF AMERICA CORP.

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

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

BANK OF AMERICA CORP.

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

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

6

BED BATH & BEYOND INC.

Ticker:	BBBY	Security ID:	075896100
Meeting Date:	JUL 1, 2004	Meeting Type:	Annual
Record Date:	MAY 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Warren Eisenberg	For	For	Management
1.2	Elect Director Victoria A. Morrison	For	For	Management
1.3	Elect Director Stanley Barshay	For	For	Management
1.4	Elect Director Fran Stoller	For	For	Management
1.5	Elect Director Jordan Heller	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Glass Ceiling	Against	Against	Shareholder
5	Adopt Retention Ratio for Executives	Against	Against	Shareholder

BP PLC (FORM. BP AMOCO PLC)

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

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

7

BURLINGTON NORTHERN SANTA FE CORP.

Ticker:	BNI	Security ID:	12189T104
Meeting Date:	APR 21, 2004	Meeting Type:	Annual
Record Date:	FEB 27, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alan L. Boeckmann	For	For	Management
1.2	Elect Director Vilma S. Martinez	For	Withhold	Management
1.3	Elect Director Marc F. Racicot	For	Withhold	Management
1.4	Elect Director Roy S. Roberts	For	For	Management
1.5	Elect Director Matthew K. Rose	For	For	Management
1.6	Elect Director Marc J. Shapiro	For	For	Management
1.7	Elect Director J.C. Watts, Jr.	For	For	Management
1.8	Elect Director Robert H. West	For	For	Management
1.9	Elect Director J. Steven Whisler	For	For	Management
1.10	Elect Director Edward E. Whitacre, Jr.	For	For	Management
1.11	Elect Director Michael B. Yanney	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

BURLINGTON RESOURCES INC.

Ticker:	BR	Security ID:	122014103
Meeting Date:	APR 21, 2004	Meeting Type:	Annual
Record Date:	FEB 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Barbara T. Alexander	For	For	Management
1.2	Elect Director Reuben V. Anderson	For	For	Management
1.3	Elect Director Laird I. Grant	For	For	Management
1.4	Elect Director Robert J. Harding	For	For	Management
1.5	Elect Director John T. LaMacchia	For	For	Management
1.6	Elect Director Randy L. Limbacher	For	For	Management
1.7	Elect Director James F. McDonald	For	For	Management
1.8	Elect Director Kenneth W. Orce	For	For	Management
1.9	Elect Director Donald M. Roberts	For	For	Management
1.10	Elect Director James A. Runde	For	For	Management
1.11	Elect Director John F. Schwarz	For	For	Management
1.12	Elect Director Walter Scott, Jr.	For	For	Management
1.13	Elect Director Bobby S. Shackouls	For	For	Management
1.14	Elect Director Steven J. Shapiro	For	For	Management
1.15	Elect Director William E. Wade, Jr.	For	For	Management
2	Approve Increase in Common Stock and a Stock Split	For	For	Management
3	Ratify Auditors	For	For	Management

8

C. R. BARD, INC.

Ticker:	BCR	Security ID:	067383109
Meeting Date:	APR 21, 2004	Meeting Type:	Annual
Record Date:	MAR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Anthony Welters	For	For	Management
1.2	Elect Director Tony L. White	For	For	Management
1.3	Elect Director Theodore E. Martin	For	For	Management
1.4	Elect Director Timothy M. Ring	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Amend Executive Incentive Bonus Plan	For	For	Management
4	Ratify Auditors	For	For	Management

CATERPILLAR INC.

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

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

CELGENE CORP.

Ticker:	CELG	Security ID:	151020104
Meeting Date:	JUN 15, 2004	Meeting Type:	Annual
Record Date:	APR 28, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John W. Jackson	For	For	Management
1.2	Elect Director Sol J. Barer, Ph.D.	For	For	Management
1.3	Elect Director Robert J. Hugin	For	For	Management
1.4	Elect Director Jack L. Bowman	For	For	Management
1.5	Elect Director Frank T. Cary	For	For	Management
1.6	Elect Director Michael D. Casey	For	For	Management
1.7	Elect Director A. Hull Hayes, Jr, M.D.	For	For	Management
1.8	Elect Director Gilla Kaplan, Ph.D.	For	For	Management
1.9	Elect Director Richard C.E. Morgan	For	For	Management
1.10	Elect Director Walter L. Robb, Ph.D.	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Ratify Auditors	For	For	Management

9

CEPHALON, INC.

Ticker:	CEPH	Security ID:	156708109
Meeting Date:	MAY 13, 2004	Meeting Type:	Annual
Record Date:	MAR 18, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Frank Baldino, Jr., Ph.D.	For	For	Management
1.2	Elect Director William P. Egan	For	For	Management
1.3	Elect Director Robert J. Feeney, Ph.D.	For	For	Management
1.4	Elect Director Martyn D. Greenacre	For	Withhold	Management
1.5	Elect Director Charles A. Sanders, M.D.	For	For	Management
1.6	Elect Director Gail R. Wilensky, Ph.D.	For	For	Management
1.7	Elect Director Dennis L. Winger	For	For	Management
1.8	Elect Director Horst Witzel, Dr.-Ing.	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management

CINERGY CORP.

Ticker:	CIN	Security ID:	172474108
Meeting Date:	MAY 4, 2004	Meeting Type:	Annual
Record Date:	MAR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael G. Browning	For	For	Management
1.2	Elect Director George C. Juilfs	For	For	Management
1.3	Elect Director Dudley S. Taft	For	For	Management
2	Ratify Auditors	For	For	Management

CISCO SYSTEMS, INC.

Ticker:	CSCO	Security ID:	17275R102
Meeting Date:	NOV 11, 2003	Meeting Type:	Annual
Record Date:	SEP 12, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Carol A. Bartz	For	For	Management
1.2	Elect Director Larry R. Carter	For	For	Management
1.3	Elect Director John T. Chambers	For	For	Management
1.4	Elect Director Dr. James F. Gibbons	For	For	Management
1.5	Elect Director Dr. John L. Hennessy	For	For	Management
1.6	Elect Director Roderick C. McGeary	For	For	Management
1.7	Elect Director James C. Morgan	For	For	Management
1.8	Elect Director John P. Morgridge	For	For	Management
1.9	Elect Director Donald T. Valentine	For	For	Management
1.10	Elect Director Steven M. West	For	For	Management
1.11	Elect Director Jerry Yang	For	For	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	For	Management
4	Report on Company Products Used by the Government to Monitor the Internet	Against	Against	Shareholder
5	Report on Pay Disparity	Against	Against	Shareholder

10

CITIGROUP INC.

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

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

COCA-COLA COMPANY, THE

Ticker:	KO	Security ID:	191216100
Meeting Date:	APR 21, 2004	Meeting Type:	Annual
Record Date:	FEB 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Herbert A. Allen	For	For	Management
1.2	Elect Director Ronald W. Allen	For	For	Management
1.3	Elect Director Cathleen P. Black	For	For	Management
1.4	Elect Director Warren E. Buffett	For	For	Management
1.5	Elect Director Douglas N. Daft	For	For	Management
1.6	Elect Director Barry Diller	For	For	Management
1.7	Elect Director Donald R. Keough	For	For	Management
1.8	Elect Director Susan Bennett King	For	For	Management
1.9	Elect Director Maria Elena Lagomasino	For	For	Management
1.10	Elect Director Donald F. Mchenry	For	For	Management
1.11	Elect Director Robert L. Nardelli	For	For	Management
1.12	Elect Director Sam Nunn	For	For	Management
1.13	Elect Director J. Pedro Reinhard	For	For	Management
1.14	Elect Director James D. Robinson III	For	For	Management
1.15	Elect Director Peter V. Ueberroth	For	For	Management
1.16	Elect Director James B. Williams	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on Operational Impact of HIV/AIDS Pandemic	For	For	Shareholder
4	Report on Stock Option Distribution by Race and Gender	Against	Against	Shareholder
5	Prohibit Awards to Executives	Against	Against	Shareholder
6	Submit Executive Compensation to Vote	Against	Against	Shareholder
7	Submit Executive Compensation to Vote	Against	Against	Shareholder
8	Implement China Principles	Against	Against	Shareholder
9	Separate Chairman and CEO Positions	Against	Against	Shareholder

11

COSTCO WHOLESALE CORPORATION

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

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

CSX CORP.

Ticker:	CSX	Security ID:	126408103
Meeting Date:	MAY 5, 2004	Meeting Type:	Annual
Record Date:	MAR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director E.E. Bailey	For	For	Management
1.2	Elect Director R.L. Burrus, Jr.	For	For	Management
1.3	Elect Director E.J. Kelly, III	For	For	Management
1.4	Elect Director R.D. Kunisch	For	For	Management
1.5	Elect Director S.J. Morcott	For	For	Management
1.6	Elect Director D.M. Ratcliffe	For	For	Management
1.7	Elect Director C.E. Rice	For	For	Management
1.8	Elect Director W.C. Richardson	For	For	Management
1.9	Elect Director F.S. Royal, M.D.	For	For	Management
1.10	Elect Director D.J. Shepard	For	For	Management
1.11	Elect Director M.J. Ward	For	For	Management
2	Ratify Auditors	For	For	Management
3	Limit Executive Compensation	Against	Against	Shareholder
4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For	Shareholder
5	Limit Awards to Executives	Against	For	Shareholder

DEAN FOODS COMPANY

Ticker:	DF	Security ID:	242370104
Meeting Date:	MAY 18, 2004	Meeting Type:	Annual
Record Date:	MAR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alan J. Bernon	For	For	Management
1.2	Elect Director Gregg L. Engles	For	For	Management
1.3	Elect Director Joseph S. Hardin, Jr.	For	For	Management
1.4	Elect Director Ronald Kirk	For	For	Management
1.5	Elect Director John S. Llewellyn, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management

12

DELL INC.

Ticker:	DELL	Security ID:	24702R101
Meeting Date:	JUL 16, 2004	Meeting Type:	Annual
Record Date:	MAY 21, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Donald J. Carty	For	For	Management
1.2	Elect Director Michael S. Dell	For	For	Management
1.3	Elect Director William H. Gray, III	For	For	Management
1.4	Elect Director Judy C. Lewent	For	For	Management
1.5	Elect Director Thomas W. Luce, III	For	For	Management
1.6	Elect Director Klaus S. Luft	For	For	Management
1.7	Elect Director Alex J. Mandl	For	For	Management
1.8	Elect Director Michael A. Miles	For	For	Management
1.9	Elect Director Samuel A. Nunn, Jr.	For	For	Management
1.10	Elect Director Kevin B. Rollins	For	For	Management
2	Ratify Auditors	For	For	Management
3	Expense Stock Options	Against	For	Shareholder

DELL INC.

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

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

DIAMOND OFFSHORE DRILLING, INC.

Ticker:	DO	Security ID:	25271C102
Meeting Date:	MAY 18, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James S. Tisch	For	Withhold	Management
1.2	Elect Director Lawrence R. Dickerson	For	Withhold	Management
1.3	Elect Director Alan R. Batkin	For	For	Management
1.4	Elect Director Charles L. Fabrikant	For	For	Management
1.5	Elect Director Herbert C. Hofmann	For	Withhold	Management
1.6	Elect Director Arthur L. Rebell	For	Withhold	Management
1.7	Elect Director Raymond S. Troubh	For	For	Management
2	Amend Stock Option Plan	For	For	Management
3	Ratify Auditors	For	For	Management

13

DOW CHEMICAL COMPANY, THE

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

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

ELI LILLY AND CO.

Ticker:	LLY	Security ID:	532457108
Meeting Date:	APR 19, 2004	Meeting Type:	Annual
Record Date:	FEB 13, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steven C. Beering	For	For	Management
1.2	Elect Director Winfried Bischoff	For	For	Management
1.3	Elect Director Franklyn G. Prendergast	For	For	Management
1.4	Elect Director Kathi P. Seifert	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management
4	Limit Executive Compensation	Against	Against	Shareholder
5	Report on Drug Pricing	Against	Against	Shareholder

EMERSON ELECTRIC CO.

Ticker:	EMR	Security ID:	291011104
Meeting Date:	FEB 3, 2004	Meeting Type:	Annual
Record Date:	NOV 24, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director C. Fernandez G.	For	For	Management
1.2	Elect Director C.F. Knight	For	For	Management
1.3	Elect Director G.A. Lodge	For	For	Management
1.4	Elect Director R.L. Ridgway	For	For	Management
1.5	Elect Director E.E. Whitacre, Jr.	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management

14

ESPEED INC

Ticker:	ESPD	Security ID:	296643109
Meeting Date:	OCT 22, 2003	Meeting Type:	Annual
Record Date:	SEP 9, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Howard W. Lutnick	For	Withhold	Management
1.2	Elect Director Lee M. Amaitis	For	Withhold	Management
1.3	Elect Director Joseph C. Noviello	For	Withhold	Management
1.4	Elect Director Stephen M. Merkel	For	Withhold	Management
1.5	Elect Director John H. Dalton	For	For	Management
1.6	Elect Director William J. Moran	For	For	Management
1.7	Elect Director Albert M. Weis	For	For	Management
1.8	Elect Director Henry (Hank) Morris	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Amend Omnibus Stock Plan	For	Against	Management

EXXON MOBIL CORP.

Ticker:	XOM	Security ID:	30231G102
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	APR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael J. Boskin	For	For	Management
1.2	Elect Director James R. Houghton	For	For	Management
1.3	Elect Director William R. Howell	For	For	Management
1.4	Elect Director Reatha Clark King	For	For	Management
1.5	Elect Director Philip E. Lippincott	For	For	Management
1.6	Elect Director Harry J. Longwell	For	For	Management
1.7	Elect Director Henry A. McKinnell, Jr.	For	For	Management
1.8	Elect Director Marilyn Carlson Nelson	For	For	Management
1.9	Elect Director Lee R. Raymond	For	For	Management
1.10	Elect Director Walter V. Shipley	For	For	Management
1.11	Elect Director Rex W. Tillerson	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Non-Employee Director Restricted Stock Plan	For	For	Management
4	Affirm Political Nonpartisanship	Against	Against	Shareholder
5	Report on Political Contributions/Activities	Against	Against	Shareholder
6	Report on Equatorial Guinea	Against	Against	Shareholder
7	Separate Chairman and CEO Positions	Against	Against	Shareholder
8	Prohibit Awards to Executives	Against	Against	Shareholder
9	Report on Stock Option Distribution by Race and Gender	Against	Against	Shareholder
10	Amend EEO Statement to Include Reference to Sexual Orientation	Against	For	Shareholder
11	Report on Climate Change Research	Against	Against	Shareholder

15

FISHER SCIENTIFIC INTERNATIONAL INC.

Ticker:	FSH	Security ID:	338032204
Meeting Date:	AUG 2, 2004	Meeting Type:	Annual
Record Date:	MAY 14, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Issue Shares in Connection with an Acquisition	For	For	Management
2.1	Elect Director Michael D. Dingman	For	For	Management
2.2	Elect Director Charles A. Sanders M.D.	For	For	Management
3	Ratify Auditors	For	For	Management
4	Adjourn Meeting	For	Against	Management

FLEXTRONICS INTERNATIONAL LTD.

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

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

GAP, INC., THE

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

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

16

GENERAL ELECTRIC CO.

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

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

GILEAD SCIENCES, INC.

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

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

17

HALLIBURTON CO.

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

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

HONDA MOTOR CO. LTD.

Ticker:	HMCL	Security ID:	438128308
Meeting Date:	JUN 23, 2004	Meeting Type:	Annual
Record Date:	MAY 28, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	APPROVAL OF PROPOSAL FOR APPROPRIATION OF RETAINED EARNINGS FOR THE 80TH FISCAL YEAR.	For	For	Management
2	PARTIAL AMENDMENTS TO THE ARTICLES OF INCORPORATION.	For	For	Management
3.1	Elect Director T. Fukui	For	For	Management
3.2	Elect Director K. Amemiya	For	For	Management
3.3	Elect Director M. Hagino	For	For	Management
3.4	Elect Director M. Harada	For	For	Management
3.5	Elect Director M. Shiraishi	For	For	Management
3.6	Elect Director S. Aoki	For	For	Management
3.7	Elect Director A. Hyogo	For	For	Management
3.8	Elect Director S. Dobashi	For	For	Management
3.9	Elect Director S. Toshida	For	For	Management
3.10	Elect Director K. Hirashima	For	For	Management
3.11	Elect Director K. Kondo	For	For	Management
3.12	Elect Director Y. Ikenoya	For	For	Management
3.13	Elect Director T. Onda	For	For	Management
3.14	Elect Director A. Takano	For	For	Management
3.15	Elect Director T. Ito	For	For	Management
3.16	Elect Director S. Kishi	For	For	Management
3.17	Elect Director H. Yoshino	For	For	Management
3.18	Elect Director M. Yoshimi	For	For	Management
3.19	Elect Director M. Kato	For	For	Management
3.20	Elect Director S. Takagi	For	For	Management
3.21	Elect Director H. Kuroda	For	For	Management
3.22	Elect Director A. Hamada	For	For	Management
3.23	Elect Director T. Kowashi	For	For	Management
3.24	Elect Director T. Iwamura	For	For	Management
3.25	Elect Director T. Yamamoto	For	For	Management
3.26	Elect Director M. Takabayashi	For	For	Management
3.27	Elect Director T. Oyamo	For	For	Management
3.28	Elect Director S. Kanazawa	For	For	Management
3.29	Elect Director M. Nishimae	For	For	Management
3.30	Elect Director F. Ike	For	For	Management
3.31	Elect Director M. Yamashita	For	For	Management
3.32	Elect Director H. Kobayashi	For	For	Management
3.33	Elect Director K. Sagawa*	For	For	Management
3.34	Elect Director K. Iiyama*	For	For	Management
3.35	Elect Director H. Oshima*	For	For	Management
3.36	Elect Director S. Minekawa*	For	For	Management
4	ELECTION AS CORPORATE AUDITOR: KOJI MIYAJIMA	For	For	Management
5	ELECTION AS CORPORATE AUDITOR: HIROSHI OKUBO	For	For	Management
6	ELECTION AS CORPORATE AUDITOR: FUMIHIKO SAITO	For	For	Management
7	REVISION OF AMOUNT OF REMUNERATION PAYABLE TO DIRECTORS.	For	For	Management
8	PAYMENT OF BONUS TO DIRECTORS AND CORPORATE AUDITORS FOR THE 80TH FISCAL YEAR.	For	For	Management
9	PRESENTATION OF RETIREMENT ALLOWANCE TO RETIRING DIRECTORS AND CORPORATE AUDITORS FOR THEIR RESPECTIVE SERVICES.	For	For	Management

18

INTEL CORP.

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

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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:	IBM	Security ID:	459200101
Meeting Date:	APR 27, 2004	Meeting Type:	Annual
Record Date:	FEB 27, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Cathleen Black	For	For	Management
1.2	Elect Director Kenneth I. Chenault	For	For	Management
1.3	Elect Director Carlos Ghosn	For	For	Management
1.4	Elect Director Nannerl O. Keohane	For	For	Management
1.5	Elect Director Charles F. Knight	For	For	Management
1.6	Elect Director Lucio A. Noto	For	For	Management
1.7	Elect Director Samuel J. Palmisano	For	For	Management
1.8	Elect Director John B. Slaughter	For	For	Management
1.9	Elect Director Joan E. Spero	For	For	Management
1.10	Elect Director Sidney Taurel	For	For	Management
1.11	Elect Director Charles M. Vest	For	For	Management
1.12	Elect Director Lorenzo H. Zambrano	For	For	Management
2	Ratify Auditors	For	For	Management
3	Ratify Auditors for the Company’s Business Consulting Services Unit	For	For	Management
4	Approve Executive Incentive Bonus Plan	For	For	Management
5	Provide for Cumulative Voting	Against	Against	Shareholder
6	Amend Pension and Retirement Medical Insurance Plans	Against	Against	Shareholder
7	Submit Executive Compensation to Vote	Against	Against	Shareholder
8	Expense Stock Options	Against	Against	Shareholder
9	Limit Awards to Executives	Against	Against	Shareholder
10	China Principles	Against	Against	Shareholder
11	Report on Political Contributions/Activities	Against	Against	Shareholder
12	Report on Executive Compensation	Against	Against	Shareholder

19

JPMORGAN CHASE & CO.

Ticker:	JPM	Security ID:	46625H100
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	APR 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement	For	For	Management
2.1	Elect Director Hans W. Becherer	For	For	Management
2.2	Elect Director Frank A. Bennack, Jr.	For	For	Management
2.3	Elect Director John H. Biggs	For	For	Management
2.4	Elect Director Lawrence A. Bossidy	For	For	Management
2.5	Elect Director Ellen V. Futter	For	For	Management
2.6	Elect Director William H. Gray, III	For	For	Management
2.7	Elect Director William B. Harrison, Jr	For	For	Management
2.8	Elect Director Helene L. Kaplan	For	For	Management
2.9	Elect Director Lee R. Raymond	For	For	Management
2.10	Elect Director John R. Stafford	For	For	Management
3	Ratify Auditors	For	For	Management
4	Amend Executive Incentive Bonus Plan	For	For	Management
5	Adjourn Meeting	For	Against	Management
6	Establish Term Limits for Directors	Against	Against	Shareholder
7	Charitable Contributions	Against	Against	Shareholder
8	Political Contributions	Against	Against	Shareholder
9	Separate Chairman and CEO Positions	Against	Against	Shareholder
10	Provide Adequate Disclosure for over the counter Derivatives	Against	Against	Shareholder
11	Auditor Independence	Against	Against	Shareholder
12	Submit Non-Employee Director Compensation to Vote	Against	Against	Shareholder
13	Report on Pay Disparity	Against	Against	Shareholder

KELLOGG CO.

Ticker:	K	Security ID:	487836108
Meeting Date:	APR 23, 2004	Meeting Type:	Annual
Record Date:	MAR 4, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Benjamin S. Carson, Sr.	For	For	Management
1.2	Elect Director Gordon Gund	For	For	Management
1.3	Elect Director Dorothy A. Johnson	For	For	Management
1.4	Elect Director Ann Mclaughlin Korologos	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on Genetically Modified Organisms (GMO)	Against	Against	Shareholder

20

KEYCORP

Ticker:	KEY	Security ID:	493267108
Meeting Date:	MAY 13, 2004	Meeting Type:	Annual
Record Date:	MAR 16, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alexander M. Cutler	For	For	Management
1.2	Elect Director Douglas J. McGregor	For	For	Management
1.3	Elect Director Eduardo R. Menasce	For	For	Management
1.4	Elect Director Henry L. Meyer III	For	For	Management
1.5	Elect Director Peter G. Ten Eyck, II	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management
4	Ratify Auditors	For	For	Management

MERCK & CO., INC.

Ticker:	MRK	Security ID:	589331107
Meeting Date:	APR 27, 2004	Meeting Type:	Annual
Record Date:	FEB 24, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Peter C. Wendell	For	For	Management
1.2	Elect Director William G. Bowen	For	For	Management
1.3	Elect Director William M. Daley	For	For	Management
1.4	Elect Director Thomas E. Shenk	For	For	Management
1.5	Elect Director Wendell P. Weeks	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	For	For	Management
4	Prohibit Awards to Executives	Against	Against	Shareholder
5	Develop Ethical Criteria for Patent Extension	Against	Against	Shareholder
6	Link Executive Compensation to Social Issues	Against	Against	Shareholder
7	Report on Political Contributions	Against	Against	Shareholder
8	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic	Against	Against	Shareholder

MICRON TECHNOLOGY, INC.

Ticker:	MU	Security ID:	595112103
Meeting Date:	NOV 21, 2003	Meeting Type:	Annual
Record Date:	SEP 22, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steven R. Appleton	For	For	Management
1.2	Elect Director James W. Bagley	For	For	Management
1.3	Elect Director Robert A. Lothrop	For	For	Management
1.4	Elect Director Thomas T. Nicholson	For	For	Management
1.5	Elect Director Gordon C. Smith	For	For	Management
1.6	Elect Director William P. Weber	For	For	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Amend Stock Option Plan	For	For	Management
4	Ratify Auditors	For	For	Management

21

MICROSOFT CORP.

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

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

MOTOROLA, INC.

Ticker:	MOT	Security ID:	620076109
Meeting Date:	MAY 3, 2004	Meeting Type:	Annual
Record Date:	MAR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward Zander	For	For	Management
1.2	Elect Director H. Laurence Fuller	For	For	Management
1.3	Elect Director Judy Lewent	For	For	Management
1.4	Elect Director Walter Massey	For	For	Management
1.5	Elect Director Nicholas Negroponte	For	For	Management
1.6	Elect Director Indra Nooyi	For	For	Management
1.7	Elect Director John Pepper, Jr.	For	For	Management
1.8	Elect Director Samuel Scott III	For	For	Management
1.9	Elect Director Douglas Warner III	For	For	Management
1.10	Elect Director John White	For	For	Management
1.11	Elect Director Mike Zafirovski	For	For	Management
2	Limit Executive Compensation	Against	Against	Shareholder
3	Limit Awards to Executives	Against	Against	Shareholder

22

NEWMONT MINING CORP. (HOLDING COMPANY)

Ticker:	NEM	Security ID:	651639106
Meeting Date:	APR 28, 2004	Meeting Type:	Annual
Record Date:	MAR 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Glen A. Barton	For	For	Management
1.2	Elect Director Vincent A. Calarco	For	For	Management
1.3	Elect Director Michael S. Hamson	For	For	Management
1.4	Elect Director Leo I. Higdon, Jr.	For	For	Management
1.5	Elect Director Pierre Lassonde	For	For	Management
1.6	Elect Director Robert J. Miller	For	For	Management
1.7	Elect Director Wayne W. Murdy	For	For	Management
1.8	Elect Director Robin A. Plumbridge	For	For	Management
1.9	Elect Director John B. Prescott	For	For	Management
1.10	Elect Director Michael K. Reilly	For	For	Management
1.11	Elect Director Seymour Schulich	For	For	Management
1.12	Elect Director James V. Taranik	For	For	Management
2	Ratify Auditors	For	For	Management
3	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For	Shareholder

NEXTEL COMMUNICATIONS, INC.

Ticker:	NXTL	Security ID:	65332V103
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	APR 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Keith J. Bane	For	For	Management
1.2	Elect Director V. Janet Hill	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management

NOKIA CORP.

Ticker:	NKCAF	Security ID:	654902204
Meeting Date:	MAR 25, 2004	Meeting Type:	Annual
Record Date:	JAN 30, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	APPROVAL OF THE INCOME STATEMENTS AND THE BALANCE SHEETS.	For	For	Management
2	APPROVAL OF A DIVIDEND OF EUR 0.30 PER SHARE.	For	For	Management
3	APPROVAL OF THE DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT FROM LIABILITY.	For	For	Management
4.1	Elect Director Paul J. Collins	For	For	Management
4.2	Elect Director Georg Ehrnrooth	For	For	Management
4.3	Elect Director Bengt Holmstrom	For	For	Management
4.4	Elect Director Per Karlsson	For	For	Management
4.5	Elect Director Jorma Ollila	For	For	Management
4.6	Elect Director Marjorie Scardino	For	For	Management
4.7	Elect Director Vesa Vainio	For	For	Management
4.8	Elect Director Arne Wessberg	For	For	Management
5	Ratify Auditors	For	For	Management
6	APPROVAL OF THE PROPOSAL OF THE BOARD TO REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY THE COMPANY	For	For	Management
7	APPROVAL OF THE AUTHORIZATION TO THE BOARD TO INCREASE THE SHARE CAPITAL OF THE COMPANY.	For	For	Management
8	APPROVAL OF THE AUTHORIZATION TO THE BOARD TO REPURCHASE NOKIA SHARES.	For	For	Management
9	APPROVAL OF THE AUTHORIZATION TO THE BOARD TO DISPOSE NOKIA SHARES HELD BY THE COMPANY.	For	For	Management
10	APPROVAL OF THE PROPOSAL OF THE BOARD TO INCREASE THE CAPITAL OF THE FOUNDATION OF NOKIA CORPORATION.	For	For	Management
11	MARK THE FOR BOX IF YOU WISH TO 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	None	Against	Management

23

NORTHROP GRUMMAN CORP.

Ticker:	NOC	Security ID:	666807102
Meeting Date:	MAY 18, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Lewis W. Coleman	For	For	Management
1.2	Elect Director J. Michael Cook	For	For	Management
1.3	Elect Director Philip A. Odeen	For	For	Management
1.4	Elect Director Aulana L. Peters	For	For	Management
1.5	Elect Director Kevin W. Sharer	For	For	Management
2	Ratify Auditors	For	For	Management
3	Develop Ethical Criteria for Military Contracts	Against	Against	Shareholder
4	Declassify the Board of Directors	Against	Against	Shareholder

NUCOR CORP.

Ticker:	NUE	Security ID:	670346105
Meeting Date:	MAY 13, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel R. Dimicco	For	For	Management
1.2	Elect Director James D. Hlavacek	For	For	Management
1.3	Elect Director Raymond J. Milchovich	For	For	Management
2	Ratify Auditors	For	For	Management

ORACLE CORP.

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

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

24

OXFORD HEALTH PLANS, INC.

Ticker:	OHP	Security ID:	691471106
Meeting Date:	JUL 7, 2004	Meeting Type:	Annual
Record Date:	JUN 11, 2004

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

OXFORD HEALTH PLANS, INC.

Ticker:	OHP	Security ID:	691471106
Meeting Date:	JUN 2, 2004	Meeting Type:	Annual
Record Date:	APR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Kent J. Thirty	For	For	Management
1.2	Elect Director B.H. Safirstein, M.D.	For	Withhold	Management
2	Ratify Auditors	For	For	Management
3	Divest from Tobacco Equities	Against	Against	Shareholder

PFIZER INC.

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

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

25

PLACER DOME INC.

Ticker:	PDG.	Security ID:	725906101
Meeting Date:	MAY 5, 2004	Meeting Type:	Annual/Special
Record Date:	MAR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect G. B. Coulombe as a Director	For	For	Management
1.2	Elect J. W. Crow as a Director	For	For	Management
1.3	Elect G. Farquharson as a Director	For	For	Management
1.4	Elect R. M. Franklin as a Director	For	For	Management
1.5	Elect D. S. Karpin as a Director	For	For	Management
1.6	Elect R. McFarland as a Director	For	For	Management
1.7	Elect C. L. Michel as a Director	For	For	Management
1.8	Elect E. A. Parkinson-Marcoux as a Director	For	For	Management
1.9	Elect J. K. Taylor as a Director	For	For	Management
1.10	Elect V. F. Taylor III as a Director	For	For	Management
1.11	Elect W. G. Wilson as a Director	For	For	Management
2	Ratify Ernst & Young LLP as Auditors	For	For	Management
3	Adopt or Amend Shareholder Rights Plan (Poison Pill)	For	For	Management

ROSS STORES, INC.

Ticker:	ROST	Security ID:	778296103
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael J. Bush	For	Withhold	Management
1.2	Elect Director Norman A. Ferber	For	Withhold	Management
1.3	Elect Director James C. Peters	For	Withhold	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Increase Authorized Common Stock	For	For	Management
4	Ratify Auditors	For	For	Management

SBC COMMUNICATIONS INC.

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

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

26

SMITH INTERNATIONAL, INC.

Ticker:	SII	Security ID:	832110100
Meeting Date:	APR 20, 2004	Meeting Type:	Annual
Record Date:	FEB 27, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James R. Gibbs	For	For	Management
1.2	Elect Director Jerry W. Neely	For	For	Management
2	Ratify Auditors	For	For	Management

SMURFIT - STONE CONTAINER CORP.

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

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

SOUTHERN COMPANY

Ticker:	SO	Security ID:	842587107
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	MAR 29, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel P. Amos	For	For	Management
1.2	Elect Director Dorrit J. Bern	For	For	Management
1.3	Elect Director Francis S. Blake	For	For	Management
1.4	Elect Director Thomas F. Chapman	For	For	Management
1.5	Elect Director H. Allen Franklin	For	For	Management
1.6	Elect Director Bruce S. Gordon	For	For	Management
1.7	Elect Director Donald M. James	For	For	Management
1.8	Elect Director Zack T. Pate	For	For	Management
1.9	Elect Director J. Neal Purcell	For	For	Management
1.10	Elect Director David M. Ratcliffe	For	For	Management
1.11	Elect Director Gerald J. St. Pe	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Outside Director Stock in Lieu of Cash	For	For	Management

27

ST. PAUL TRAVELERS COMPANIES, INC., THE

Ticker:	STA	Security ID:	792860108
Meeting Date:	JUL 28, 2004	Meeting Type:	Annual
Record Date:	JUN 4, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Howard P. Berkowitz	For	For	Management
1.2	Elect Director Kenneth J. Bialkin	For	For	Management
1.3	Elect Director Carolyn H. Byrd	For	For	Management
1.4	Elect Director John H. Dasburg	For	For	Management
1.5	Elect Director Leslie B. Disharoon	For	For	Management
1.6	Elect Director Janet M. Dolan	For	For	Management
1.7	Elect Director Kenneth M. Duberstein	For	For	Management
1.8	Elect Director Jay S. Fishman	For	For	Management
1.9	Elect Director Lawrence G. Graev	For	For	Management
1.10	Elect Director Meryl D. Hartzband	For	For	Management
1.11	Elect Director Thomas R. Hodgson	For	For	Management
1.12	Elect Director William H. Kling	For	For	Management
1.13	Elect Director James A. Lawrence	For	For	Management
1.14	Elect Director Robert I. Lipp	For	For	Management
1.15	Elect Director Blythe J. McGarvie	For	For	Management
1.16	Elect Director Glen D. Nelson, M.D.	For	For	Management
1.17	Elect Director Clarence Otis, Jr.	For	For	Management
1.18	Elect Director Jeffrey M. Peek	For	For	Management
1.19	Elect Director Nancy A. Roseman	For	For	Management
1.20	Elect Director Charles W. Scharf	For	For	Management
1.21	Elect Director Gordon M. Sprenger	For	For	Management
1.22	Elect Director Frank J. Tasco	For	For	Management
1.23	Elect Director Laurie J. Thomsen	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management

TAIWAN SEMICONDUCTOR MANUFACTURING CO.

Ticker:	TSM.P	Security ID:	874039100
Meeting Date:	MAY 11, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	TO ACCEPT 2003 BUSINESS REPORT AND FINANCIAL STATEMENTS.	For	For	Management
2	TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF 2003 PROFITS.	For	For	Management
3	TO APPROVE THE CAPITALIZATION OF 2003 DIVIDENDS AND EMPLOYEE PROFIT SHARING.	For	For	Management

28

TIME WARNER INC

Ticker:	TWX	Security ID:	887317105
Meeting Date:	MAY 21, 2004	Meeting Type:	Annual
Record Date:	MAR 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James L. Barksdale	For	For	Management
1.2	Elect Director Stephen F. Bollenbach	For	For	Management
1.3	Elect Director Stephen M. Case	For	For	Management
1.4	Elect Director Frank J. Caufield	For	For	Management
1.5	Elect Director Robert C. Clark	For	For	Management
1.6	Elect Director Miles R. Gilburne	For	For	Management
1.7	Elect Director Carla A. Hills	For	For	Management
1.8	Elect Director Reuben Mark	For	For	Management
1.9	Elect Director Michael A. Miles	For	For	Management
1.10	Elect Director Kenneth J. Novack	For	For	Management
1.11	Elect Director Richard D. Parsons	For	For	Management
1.12	Elect Director R. E. Turner	For	For	Management
1.13	Elect Director Francis T. Vincent, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management
3	Adopt China Principles	Against	Against	Shareholder
4	Report on Pay Disparity	Against	Against	Shareholder

TRAVELERS PROPERTY CASUALTY CORP.

Ticker:	TVCR	Security ID:	89420G406
Meeting Date:	MAR 19, 2004	Meeting Type:	Special
Record Date:	FEB 6, 2004

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

UNITED STATES STEEL CORP.

Ticker:	X	Security ID:	912909108
Meeting Date:	APR 27, 2004	Meeting Type:	Annual
Record Date:	FEB 27, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert J. Darnall	For	For	Management
1.2	Elect Director Roy G. Dorrance	For	For	Management
1.3	Elect Director Charles R. Lee	For	For	Management
1.4	Elect Director John G. Drosdick	For	For	Management
2	Ratify Auditors	For	For	Management

29

VERIZON COMMUNICATIONS

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

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

WASTE MANAGEMENT, INC.

Ticker:	WMI	Security ID:	94106L109
Meeting Date:	MAY 14, 2004	Meeting Type:	Annual
Record Date:	MAR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Pastora San Juan Cafferty	For	For	Management
1.2	Elect Director Frank M. Clark, Jr.	For	For	Management
1.3	Elect Director Robert S. Miller	For	For	Management
1.4	Elect Director A. Maurice Myers	For	For	Management
1.5	Elect Director John C. Pope	For	For	Management
1.6	Elect Director W. Robert Reum	For	For	Management
1.7	Elect Director Steven G. Rothmeier	For	For	Management
1.8	Elect Director David P. Steiner	For	For	Management
1.9	Elect Director Carl W. Vogt	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Approve Executive Incentive Bonus Plan	For	For	Management

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WELLS FARGO & COMPANY

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

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

WYETH

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

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

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SIGNATURES

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

(Registrant)		Morgan Stanley Strategist Fund
By (Signature and Title)*			/s/ Ronald E. Robison
			Principal Executive Officer
Date	August 27, 2004

* Print the name and title of each signing officer under his or her signature.

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