UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                    Washington, DC 20549

                                         FORM N-PX

      ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY



Investment Company Act file number:                     811-5724

Exact name of registrant as specified in charter:       Oppenheimer Strategic Income Fund

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

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

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

Date of fiscal year end:                                9/30

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

Item 1.           Proxy Voting Record






====================== OPPENHEIMER STRATEGIC INCOME FUND =======================


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  For       For        Management
      LONG-TERM INCENTIVE PLAN.
3     PROPOSAL TO RATIFY THE APPOINTMENT OF     For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE
      INDEPENDENT ACCOUNTANTS OF ACE LIMITED
      FOR THE FISCAL YEAR ENDING DECEMBER 31,
      2004.


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

AETNA INC.

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

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


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

ALLEGHENY ENERGY, INC.

Ticker:       AYE            Security ID:  017361106
Meeting Date: NOV 14, 2003   Meeting Type: Annual
Record Date:  SEP 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Furlong Baldwin         For       Withhold   Management
1.2   Elect Director Julia L. Johnson           For       Withhold   Management
1.3   Elect Director Gunnar E. Sarsten          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
4     Performance- Based/Indexed Options        Against   Abstain    Shareholder
5     Performance- Based/Indexed Options        Against   Abstain    Shareholder
6     Expense Stock Options                     Against   For        Shareholder
7     Separate Chairman and CEO Positions       Against   Against    Shareholder
8     Adopt Simple Majority Vote Requirement    Against   For        Shareholder
9     Declassify the Board of Directors         Against   For        Shareholder
10    Prohibit Auditor from Providing Non-Audit Against   Abstain    Shareholder
      Services
11    Reincorporate in Another State from       Against   For        Shareholder
      Maryland to Delaware


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

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


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

AMERADA HESS CORP.

Ticker:       AHC            Security ID:  023551104
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas F. Brady         For       Withhold   Management
1.2   Elect  Director J. Barclay Collins II     For       Withhold   Management
1.3   Elect  Director Thomas H. Kean            For       Withhold   Management
1.4   Elect  Director Frank A. Olson            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Establish Other Board Committee           Against   Abstain    Shareholder


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

AMERICAN PLUMBING & MECHANICAL , INC.

Ticker:                      Security ID:  029050AB7
Meeting Date: MAY 19, 2004   Meeting Type: Written Consent
Record Date:  APR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     JOINT PLAN OF REORGANIZATION              Refer     Abstain    Management
2     THE RELEASES PROVIDED IN SECTION 13.7 OF  Refer     Abstain    Management
      THE PLAN


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

AT&T CORP.

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

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


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

AUTODESK, INC.

Ticker:       ADSK           Security ID:  052769106
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  MAY 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carol A. Bartz            For       For        Management
1.2   Elect  Director Mark A. Bertelsen         For       For        Management
1.3   Elect  Director Crawford W. Beveridge     For       For        Management
1.4   Elect  Director J. Hallam Dawson          For       For        Management
1.5   Elect  Director Michael J. Fister         For       For        Management
1.6   Elect  Director Per-Kristian Halvorsen    For       For        Management
1.7   Elect  Director Steven Scheid             For       For        Management
1.8   Elect  Director Mary Alice Taylor         For       For        Management
1.9   Elect  Director Larry W. Wangberg         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Policy Regarding Equity-Based       Against   Abstain    Shareholder
      Compensation for Executives


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

BANK OF AMERICA CORP.

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

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


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

BANK POLSKA KASA OPIEKI SA (PEKAO)

Ticker:                      Security ID:  US0644512065
Meeting Date: NOV 4, 2003    Meeting Type: Special
Record Date:  OCT 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Elect Meeting Chairman                    For       For        Management
3     Acknowledge Proper Convening of Meeting   For       For        Management
4     Elect Members of Election Committee       For       For        Management
5     Approve Agenda of Meeting                 For       For        Management
6     Amend Statutes                            For       Abstain    Management
7     Amend Statutes                            For       Abstain    Management
8     Elect Supervisory Board                   For       For        Management
9     Other Business                            For       For        Management
10    Close Meeting                             None      None       Management


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

BANK POLSKA KASA OPIEKI SA (PEKAO)

Ticker:                      Security ID:  US0644512065
Meeting Date: APR 7, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              For       For        Management
2     Elect Meeting Chairman                    For       For        Management
3     Acknowledge Proper Convening of Meeting   For       For        Management
4     Elect Members of Election Committee       For       For        Management
5     Approve Agenda of Meeting                 For       For        Management
6     Receive Management Board 2003 Activity    None      None       Management
      Report (Non-Voting)
7     Receive Financial Statements (Non-Voting) None      None       Management
8     Receive Management Board Report on        None      None       Management
      Activity of Bank's Capital Group
      (Non-Voting)
9     Receive Consolidated Financial Statements None      None       Management
      (Non-Voting)
10    Receive Management Board's Proposal for   None      None       Management
      Allocation of Profit for 2003
      (Non-Voting)
11    Receive Supervisory Board Reports         None      None       Management
      (Non-Voting)
12.1  Approve Management Board 2003 Activity    For       For        Management
      Report
12.2  Approve Financial Statements              For       For        Management
12.3  Approve Management Board Report on        For       For        Management
      Activity of Bank's Capital Group
12.4  Approve Consolidated Financial Statements For       For        Management
12.5  Approve Allocation of Income for 2003     For       For        Management
12.6  Approve Supervisory Board Reports         For       For        Management
12.7  Approve Discharge of Supervisory Board    For       For        Management
12.8  Approve Discharge of Management Board     For       For        Management
13    Receive Proposal for Issuance of H-Series For       For        Management
      Shares without Preemptive Rights Pursuant
      to Executive Share Option Plan and Amend
      Articles of Association to Reflect
      Increase in Share Capital
14    Approve Introducing H-Series Shares into  For       For        Management
      Public Trade
15    Authorize Supervisory Board to Approve    For       For        Management
      Unified Text of Statute Following Changes
      to Articles to Increase Share Capital by
      Issuance of H-Series Shares
16    Amend Articles of Association Re: Bank's  For       For        Management
      Name and Other General Matters
17    Approve Unified Text of Statute           For       For        Management
18    Approve Rules for Shareholder Meetings    For       Against    Management
19    Other Business                            For       For        Management
20    Close Meeting                             For       For        Management


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

BEAR STEARNS COMPANIES INC., THE

Ticker:       BSC            Security ID:  073902108
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  FEB 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James E. Cayne            For       For        Management
1.2   Elect  Director Carl D. Glickman          For       For        Management
1.3   Elect  Director Alan C. Greenberg         For       For        Management
1.4   Elect  Director Donald J. Harrington      For       For        Management
1.5   Elect  Director William L. Mack           For       For        Management
1.6   Elect  Director Frank T. Nickell          For       For        Management
1.7   Elect  Director Paul A. Novelly           For       For        Management
1.8   Elect  Director Frederic V. Salerno       For       For        Management
1.9   Elect  Director Alan D. Schwartz          For       For        Management
1.10  Elect  Director Warren J. Spector         For       For        Management
1.11  Elect  Director Vincent Tese              For       For        Management
2     Amend the Capital Accumulation Plan for   For       Against    Management
      Senior Managing Directors
3     Amend Stock Option Plan                   For       Against    Management
4     Approve Restricted Stock Plan             For       Against    Management
5     Ratify Auditors                           For       For        Management


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

BOSTON SCIENTIFIC CORP.

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

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


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

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


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

CALPINE CORP.

Ticker:       CPN            Security ID:  131347106
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ann B. Curtis             For       Withhold   Management
1.2   Elect  Director Kenneth T. Derr           For       Withhold   Management
1.3   Elect  Director Gerald Greenwald          For       Withhold   Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Implement Indigenous Peoples Right        Against   Abstain    Shareholder
      Policy/ Cease Medicine Lake Development
6     Limit Awards to Executives                Against   Abstain    Shareholder
7     Include Voting Recommendations of         Against   Abstain    Shareholder
      Institutional Holders in Proxy Statement
8     Ratify Auditors                           For       For        Management


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

CAPITAL ONE FINANCIAL CORP.

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  FEB 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. Ronald Dietz           For       For        Management
1.2   Elect  Director Lewis Hay, III            For       For        Management
1.3   Elect  Director Mayo A. Shattuck, III     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

CAVCO INDUSTRIES, INC.

Ticker:       CVCO.          Security ID:  149568107
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  MAY 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Jacqueline Dout            For       Against    Management
2     Ratify Auditors                           For       For        Management


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

CENTERPOINT ENERGY INC

Ticker:       CNP            Security ID:  15189T107
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert T. O'Connell       For       Withhold   Management
1.2   Elect  Director Milton Carroll            For       Withhold   Management
1.3   Elect  Director John T. Cater             For       Withhold   Management
1.4   Elect  Director Michael E. Shannon        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Limit Awards to Executives                Against   Abstain    Shareholder
4     Declassify the Board of Directors         Against   For        Shareholder
5     Other Business                            For       Against    Management


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

CENTEX CORP.

Ticker:       CTX            Security ID:  152312104
Meeting Date: FEB 25, 2004   Meeting Type: Special
Record Date:  JAN 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Approve Merger Agreement                  For       For        Management
3     Approve Merger Agreement                  For       For        Management


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

CENTEX CORP.

Ticker:       CTX            Security ID:  152312104
Meeting Date: JUL 17, 2003   Meeting Type: Annual
Record Date:  MAY 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dan W. Cook III            For       For        Management
1.2   Elect Director Thomas J. Falk             For       For        Management
1.3   Elect Director Laurence E. Hirsch         For       For        Management
1.4   Elect Director Thomas M. Schoewe          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Ticker:       CRL            Security ID:  159864107
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James C. Foster           For       For        Management
1.2   Elect  Director Robert Cawthorn           For       For        Management
1.3   Elect  Director Stephen D. Chubb          For       For        Management
1.4   Elect  Director George E. Massaro         For       For        Management
1.5   Elect  Director George M. Milne           For       For        Management
1.6   Elect  Director Douglas E. Rogers         For       For        Management
1.7   Elect  Director Samuel O. Thier           For       For        Management
1.8   Elect  Director William H. Waltrip        For       For        Management
2     Ratify Auditors                           For       For        Management


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

CHESAPEAKE ENERGY CORP.

Ticker:       CHK            Security ID:  165167107
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank A. Keating          For       For        Management
1.2   Elect  Director Tom L. Ward               For       For        Management
1.3   Elect  Director Frederick B. Whittemore   For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Increase Authorized Preferred Stock       For       For        Management


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

CHEVRONTEXACO CORP.

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Samuel H. Armacost        For       Withhold   Management
1.2   Elect  Director Robert E. Denham          For       Withhold   Management
1.3   Elect  Director Robert J. Eaton           For       Withhold   Management
1.4   Elect  Director Sam Ginn                  For       Withhold   Management
1.5   Elect  Director Carla Anderson Hills      For       Withhold   Management
1.6   Elect  Director Franklyn G. Jenifer       For       Withhold   Management
1.7   Elect  Director J. Bennett Johnston       For       Withhold   Management
1.8   Elect  Director Sam Nunn                  For       Withhold   Management
1.9   Elect  Director David J. O'Reilly         For       Withhold   Management
1.10  Elect  Director Peter J. Robertson        For       Withhold   Management
1.11  Elect  Director Charles R. Shoemate       For       Withhold   Management
1.12  Elect  Director Carl Ware                 For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Adopt Shareholder Rights Plan (Poison     For       For        Management
      Pill) Policy
4     Amend Omnibus Stock Plan                  For       For        Management
5     Report on Operational Impact of HIV/AIDS, Against   Abstain    Shareholder
      TB, and Malaria Pandemic
6     Report on Political                       Against   Abstain    Shareholder
      Contributions/Activities
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors
8     Report on Health and Environmental        Against   Abstain    Shareholder
      Initiatives in Ecuador
9     Report on Renewable Energy                Against   Abstain    Shareholder


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

CHIQUITA BRANDS INTERNATIONAL, INC.

Ticker:       CQB            Security ID:  170032809
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fernando Aguirre          For       For        Management
1.2   Elect  Director Morten Arntzen            For       For        Management
1.3   Elect  Director Jeffrey D. Benjamin       For       For        Management
1.4   Elect  Director Robert W. Fisher          For       For        Management
1.5   Elect  Director Roderick M. Hills         For       For        Management
1.6   Elect  Director Durk I. Jager             For       For        Management
1.7   Elect  Director Jaime Serra               For       For        Management
1.8   Elect  Director Steven P. Stanbrook       For       For        Management


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

CNP ASSURANCES

Ticker:                      Security ID:  FR0000120222
Meeting Date: JUN 8, 2004    Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 2.295 per Share
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Ratify Cooptation of Etienne Bertier as   For       For        Management
      Supervisory Board Member
6     Ratify Cooptation of Anthony Orsatelli as For       For        Management
      Supervisory Board Member
7     Ratify Cooptation of Nicolas Merindol as  For       For        Management
      Supervisory Board Member
8     Ratify Cooptation of Jerome Gallot as     For       For        Management
      Supervisory Board Member
9     Ratify Cooptation of Dominique Marcel as  For       For        Management
      Supervisory Board Member
10    Elect Philippe Baumlin as Supervisory     For       For        Management
      Board Member
11    Approve Resignation of Jean Lecointre as  For       For        Management
      Censor
12    Ratify Mazars et Guerard and KPMG S.A. as For       For        Management
      Auditors and Franck Boyer and SCP Jean
      Claude Andre as Alternate Auditors
13    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
14    Amend Article 30 to Reflect 2003 Legal    For       Against    Management
      Changes Re: Related-Party Transactions
15    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Boren            For       For        Management
1.2   Elect  Director James E. Copeland, Jr.    For       For        Management
1.3   Elect  Director Kenneth M. Duberstein     For       For        Management
1.4   Elect  Director Ruth R. Harkin            For       For        Management
1.5   Elect  Director William R. Rhodes         For       For        Management
1.6   Elect  Director J. Stapleton Roy          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Limit Executive Compensation              Against   Abstain    Shareholder
6     Report on Drilling in the Arctic National Against   Abstain    Shareholder
      Wildlife Refuge


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

COUNTRYWIDE FINANCIAL CORP.

Ticker:       CFC            Security ID:  222372104
Meeting Date: JUN 16, 2004   Meeting Type: Annual
Record Date:  APR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Henry G. Cisneros         For       For        Management
1.2   Elect  Director Robert J. Donato          For       For        Management
1.3   Elect  Director Michael E. Dougherty      For       For        Management
1.4   Elect  Director Martin R. Melone          For       For        Management
1.5   Elect  Director Harley W. Snyder          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

COUNTRYWIDE FINANCIAL CORP.

Ticker:       CFC            Security ID:  222372104
Meeting Date: JAN 9, 2004    Meeting Type: Special
Record Date:  NOV 28, 2003

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


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

COVAD COMMUNICATIONS GROUP, INC

Ticker:       COVD           Security ID:  222814204
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director L. Dale Crandall          For       For        Management
1.2   Elect  Director Hellene S. Runtagh        For       For        Management
2     Ratify Auditors                           For       For        Management


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

COVAD COMMUNICATIONS GROUP, INC

Ticker:       COVD           Security ID:  222814204
Meeting Date: AUG 14, 2003   Meeting Type: Annual
Record Date:  JUN 16, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Larry Irving               For       For        Management
1.2   Elect Director Richard A. Jalkut          For       For        Management
1.3   Elect Director Daniel C. Lynch            For       For        Management
2     Approve Employee Stock Purchase Plan      For       Against    Management
3     Ratify Auditors                           For       For        Management


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

CRANE CO.

Ticker:       CR             Security ID:  224399105
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Karen E. Dykstra          For       Withhold   Management
1.2   Elect  Director Richard S. Forte          For       Withhold   Management
1.3   Elect  Director William E. Lipner         For       Withhold   Management
1.4   Elect  Director James L. L. Tullis        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Implement MacBride Principles             Against   Abstain    Shareholder


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

CRIIMI MAE INC.

Ticker:       CMM            Security ID:  226603504
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John S. Moody             For       Withhold   Management
1.2   Elect  Director Glenn J. Rufrano          For       Withhold   Management
1.3   Elect  Director Robert E. Woods           For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

DANA CORP.

Ticker:       DCN            Security ID:  235811106
Meeting Date: APR 19, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Benjamin F. Bailar        For       Withhold   Management
1.2   Elect  Director A. Charles Baillie        For       Withhold   Management
1.3   Elect  Director David E. Berges           For       Withhold   Management
1.4   Elect  Director Michael J. Burns          For       Withhold   Management
1.5   Elect  Director Edmund M. Carpenter       For       Withhold   Management
1.6   Elect  Director Samir G. Gibara           For       Withhold   Management
1.7   Elect  Director Cheyl W. Grise            For       Withhold   Management
1.8   Elect  Director Glen H. Hiner             For       Withhold   Management
1.9   Elect  Director James P. Kelly            For       Withhold   Management
1.10  Elect  Director Marilyn R. Marks          For       Withhold   Management
1.11  Elect  Director Richard B. Priory         For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Ratify Auditors                           For       For        Management


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

DEVON ENERGY CORP.

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas F. Ferguson        For       For        Management
1.2   Elect  Director Peter J. Fluor            For       For        Management
1.3   Elect  Director David M. Gavin            For       For        Management
1.4   Elect  Director Michael E. Gellert        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

DOMAN INDUSTRIES LTD.

Ticker:       DOM.A          Security ID:  257039AB3
Meeting Date: JUN 4, 2004    Meeting Type: Written Consent
Record Date:  MAY 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1      APPROVAL OF THE PLAN                     None      Did Not    Management
                                                          Vote
1     Approve Plan of Compromise and            For       Did Not    Management
      Arrangement                                         Vote


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

DOMAN INDUSTRIES LTD.

Ticker:       DOM.A          Security ID:  257039AB3
Meeting Date: JUN 4, 2004    Meeting Type: Written Consent
Record Date:  MAY 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1      APPROVAL OF THE PLAN                     None      Did Not    Management
                                                          Vote
1     Approve Plan of Compromise and            For       Did Not    Management
      Arrangement                                         Vote


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

DYNEGY, INC.

Ticker:       DYN            Security ID:  26816Q101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles E. Bayless        For       Withhold   Management
1.2   Elect  Director David W. Biegler          For       Withhold   Management
1.3   Elect  Director Linda Walker Bynoe        For       Withhold   Management
1.4   Elect  Director Thomas D. Clark, Jr.      For       Withhold   Management
1.5   Elect  Director Barry J. Galt             For       Withhold   Management
1.6   Elect  Director Patricia A. Hammick       For       Withhold   Management
1.7   Elect  Director George L. Mazanec         For       Withhold   Management
1.8   Elect  Director Robert C. Oelkers         For       Withhold   Management
1.9   Elect  Director Joe J. Stewart            For       Withhold   Management
1.10  Elect  Director William L. Trubeck        For       Withhold   Management
1.11  Elect  Director Bruce A. Williamson       For       Withhold   Management
2     Amend Conversion of Securities            For       For        Management
3     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights
4     Ratify Auditors                           For       For        Management
5     Submit Executive Compensation to Vote     Against   Against    Shareholder
6     Develop Equity Compensation Plans and     Against   Abstain    Shareholder
      Utilize Time-Based & Restricted Share
      Programs in Lieu of Stock Options


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

EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Bryson            For       Withhold   Management
1.2   Elect  Director France A. Cordova         For       Withhold   Management
1.3   Elect  Director Bradford M. Freeman       For       Withhold   Management
1.4   Elect  Director Bruce Karatz              For       Withhold   Management
1.5   Elect  Director Luis G. Nogales           For       Withhold   Management
1.6   Elect  Director Ronald L. Olson           For       Withhold   Management
1.7   Elect  Director James M. Rosser           For       Withhold   Management
1.8   Elect  Director Richard T. Schlosberg,    For       Withhold   Management
      III
1.9   Elect  Director Robert H. Smith           For       Withhold   Management
1.10  Elect  Director Thomas C. Sutton          For       Withhold   Management
2     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

EQUINIX, INC.

Ticker:       EQIX           Security ID:  29444U502
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gary Hromadko             For       For        Management
1.2   Elect  Director Scott Kriens              For       Withhold   Management
1.3   Elect  Director Andrew Rachleff           For       For        Management
1.4   Elect  Director Dennis Raney              For       For        Management
1.5   Elect  Director Peter Van Camp            For       For        Management
1.6   Elect  Director Michelangelo Volpi        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Employee Stock Purchase Plan      For       Against    Management
4     Amend Omnibus Stock Plan                  For       For        Management


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

FEDERATED DEPARTMENT STORES, INC.

Ticker:       FD             Security ID:  31410H101
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sara Levinson             For       Withhold   Management
1.2   Elect  Director Joseph Neubauer           For       Withhold   Management
1.3   Elect  Director Joseph A. Pichler         For       Withhold   Management
1.4   Elect  Director Karl M. von der Heyden    For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

FLEETBOSTON FINANCIAL CORP.

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

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


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

FREDDIE MAC

Ticker:       FRE            Security ID:  313400301
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joan E. Donoghue          For       Withhold   Management
1.2   Elect  Director Michelle Engler           For       Withhold   Management
1.3   Elect  Director Richard Karl Goeltz       For       Withhold   Management
1.4   Elect  Director George D. Gould           For       Withhold   Management
1.5   Elect  Director Henry Kaufman             For       Withhold   Management
1.6   Elect  Director John B. Mccoy             For       Withhold   Management
1.7   Elect  Director Shaun F. O'Malley         For       Withhold   Management
1.8   Elect  Director Ronald F. Poe             For       Withhold   Management
1.9   Elect  Director Stephen A. Ross           For       Withhold   Management
1.10  Elect  Director Donald J. Schuenke        For       Withhold   Management
1.11  Elect  Director Christina Seix            For       Withhold   Management
1.12  Elect  Director Richard F. Syron          For       Withhold   Management
1.13  Elect  Director William J. Turner         For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

GECINA

Ticker:                      Security ID:  FR0010040865
Meeting Date: JUN 2, 2004    Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Standard Accounting Transfers     For       For        Management
4     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 3.35 per Common Share
      and EUR 0.65 per SIIC Share
5     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
6     Reelect Anne-Marie De Chalambert as       For       For        Management
      Director
7     Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of EUR 400,000
8     Confirm End of Term of F.M Richard et     For       For        Management
      Associes SA and Ernst & Young as
      Auditors, and Sylvain Elkaim and
      Dominique Duret-Ferrari as Alternate
      Auditors
9     Confirm Resignation of Mazars & Guerard   For   For        Management
      as Third Auditors and Patrick de Cambourg
      as Alternate Auditor
10    Ratify Mazars & Guerard as Auditors   For       For        Management
11    Ratify PricewaterhouseCoopers Audit as    For       For        Management
      Auditors
12    Ratify Patrick de Cambourg as Alternate   For       For        Management
      Auditors
13    Ratify Pierre Coll as Alternate Auditors  For       For        Management
14    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
15    Authorize Issuance of Bonds/Debentures in For       For        Management
      the Aggregate Value of EUR 1.5 Billion
16    Approve Stock Option Plan Grants          For       Against    Management
17    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 150 Million
18    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 150 Million
19    Authorize Capitalization of Reserves of   For       For        Management
      Up to EUR 150 Million for Bonus Issue or
      Increase in Par Value
20    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
21    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan
22    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442105
Meeting Date: OCT 3, 2003    Meeting Type: Written Consent
Record Date:  AUG 1, 2003

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


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

GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442105
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Percy N. Barnevik         For       Withhold   Management
1.2   Elect  Director John H. Bryan             For       Withhold   Management
1.3   Elect  Director Armando M. Codina         For       Withhold   Management
1.4   Elect  Director George M.C. Fisher        For       Withhold   Management
1.5   Elect  Director Karen Katen               For       Withhold   Management
1.6   Elect  Director Kent Kresa                For       Withhold   Management
1.7   Elect  Director Alan G. Lafley            For       Withhold   Management
1.8   Elect  Director Philip A. Laskawy         For       Withhold   Management
1.9   Elect  Director E.Stanley O'Neal          For       Withhold   Management
1.10  Elect  Director Eckhard Pfeiffer          For       Withhold   Management
1.11  Elect  Director G.Richard Wagoner, Jr.    For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Awards to Executives             Against   Against    Shareholder
4     Prohibit Awards to Executives             Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Limit Composition of Committees to        Against   Against    Shareholder
      Independent Directors
7     Report on Greenhouse Gas Emissions        Against   Abstain    Shareholder
8     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
9     Establish Executive and Director Stock    Against   Against    Shareholder
      Ownership Guidelines


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

GLOBIX CORP.

Ticker:       GBIXQ          Security ID:  37957F200
Meeting Date: FEB 24, 2004   Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter K. Stevenson         For       For        Management
1.2   Elect Director Peter S. Brodsky           For       For        Management
1.3   Elect Director Peter L. Herzig            For       For        Management
1.4   Elect Director Steven Lampe               For       For        Management
1.5   Elect Director Steven G. Singer           For       For        Management
1.6   Elect Director Raymond Steele             For       For        Management
1.7   Elect Director Steven A. Van Dyke         For       For        Management
2     Amend Stock Option Plan                   For       For        Management


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

HEALTH MANAGEMENT ASSOCIATES, INC.

Ticker:       HMA            Security ID:  421933102
Meeting Date: FEB 17, 2004   Meeting Type: Annual
Record Date:  DEC 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. Schoen          For       For        Management
1.2   Elect Director Joseph V. Vumbacco         For       For        Management
1.3   Elect Director Kent P. Dauten             For       For        Management
1.4   Elect Director Donald E. Kiernan          For       For        Management
1.5   Elect Director Robert A. Knox             For       For        Management
1.6   Elect Director William E. Mayberry, M.D.  For       For        Management
1.7   Elect Director William C. Steere, Jr.     For       For        Management
1.8   Elect Director Randolph W. Westerfield,   For       For        Management
      Ph.D.


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

ICI (IMPERIAL CHEMICAL INDUSTRIES PLC)

Ticker:       ICI            Security ID:  GB0004594973
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
2     Approve Remuneration Report               For       Did Not    Management
                                                          Vote
3     To Confirm the First and Second Interim   For       Did Not    Management
      Dividends of 2.75 and 3.50 Pence Per                Vote
      Ordinary Share
4     Re-elect John McAdam as Director          For       Did Not    Management
                                                          Vote
5     Re-elect Lord Butler as Director          For       Did Not    Management
                                                          Vote
6     Elect Peter Ellwood as Director           For       Did Not    Management
                                                          Vote
7     Elect David Hamill as Director            For       Did Not    Management
                                                          Vote
8     Elect Baroness Noakes as Director         For       Did Not    Management
                                                          Vote
9     Reappoint KPMG Audit plc as Auditors of   For       Did Not    Management
      the Company                                         Vote
10    Authorise Board to Fix Remuneration of    For       Did Not    Management
      the Auditors                                        Vote
11    Approve ICI Executive Share Option Plan   For       Did Not    Management
      2004                                                Vote
12    Authorise Issuance of Equity or           For       Did Not    Management
      Equity-Linked Securities with Pre-emptive           Vote
      Rights up to Aggregate Nominal Amount of
      GBP 208,799,624
13    Authorise Issuance of Equity or           For       Did Not    Management
      Equity-Linked Securities without                    Vote
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 59,560,019
14    Authorise 119,120,038 Ordinary Shares for For       Did Not    Management
      Market Purchase                                     Vote


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

JANUS CAPITAL GROUP INC.

Ticker:       JNS            Security ID:  47102X105
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Andrew Cox             For       For        Management
1.2   Elect  Director James P. Craig, III       For       For        Management
1.3   Elect  Director Deborah R. Gatzek         For       For        Management
2     Ratify Auditors                           For       For        Management


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

JOHN HANCOCK FINANCIAL SERVICES, INC.

Ticker:       JHF            Security ID:  41014S106
Meeting Date: FEB 24, 2004   Meeting Type: Special
Record Date:  JAN 2, 2004

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


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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 28, 2004   Meeting Type: Annual
Record Date:  NOV 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert L. Barnett          For       For        Management
1.2   Elect Director Willie D. Davis            For       For        Management
1.3   Elect Director Jeffrey A. Joerres         For       For        Management
1.4   Elect Director Richard F. Teerlink        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     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
6     Amend Restricted Stock Plan               For       For        Management


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

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


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

KB HOME

Ticker:       KBH            Security ID:  48666K109
Meeting Date: APR 1, 2004    Meeting Type: Annual
Record Date:  FEB 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald W. Burkle           For       For        Management
1.2   Elect Director Ray R. Irani               For       For        Management
1.3   Elect Director Leslie Moonves             For       For        Management
1.4   Elect Director Luis G. Nogales            For       For        Management
1.5   Elect Director Melissa Lora               For       For        Management
2     Ratify Auditors                           For       For        Management


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

KGHM POLSKA MIEDZ S.A.

Ticker:                      Security ID:  US48245W2026
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              For       For        Management
2     Elect Meeting Chairman                    For       For        Management
3     Acknowledge Proper Convening of Meeting   For       For        Management
4     Approve Agenda of Meeting                 For       For        Management
5     Receive Management Board Report and       None      None       Management
      Financial Statements
6     Receive Management's Proposal on          None      None       Management
      Allocation of Profit for 2003
7     Receive Supervisory Board Report          None      None       Management
8     Approve Supervisory Board Report          For       For        Management
9     Approve Management Board Report; Approve  For       For        Management
      2003 Financial Statements; Approve
      Allocation of Profit for 2003
10    Approve Discharge of Management and       For       For        Management
      Supervisory Boards
11    Elect Supervisory Board Members           For       For        Management
12    Close Meeting                             For       For        Management


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

KGHM POLSKA MIEDZ S.A.

Ticker:                      Security ID:  48245W202
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Election of the Chairman of the General   For       For        Management
      Meeting
2     Acceptance of the Agenda of the General   For       For        Management
      Meeting
3     Approval of the Report of the Supervisory For       For        Management
      Board
4     Approval of the Report of the Management  For       For        Management
      Board
5     Approval of the Financial Report of the   For       For        Management
      Company for the Financial Year 2003
6     The Distribution of Company Profit for    For       For        Management
      Financial Year 2003
7     Approve Discharge of Management Board     For       For        Management
8     Approve Discharge of Supervisory Board    For       For        Management
9     Recall From the Supervisory Board         For       For        Management
10    Appointment to the Supervisory Board      For       For        Management


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

LADISH CO., INC.

Ticker:       LDSH           Security ID:  505754200
Meeting Date: APR 6, 2004    Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence W. Bianchi        For       Withhold   Management
1.2   Elect Director James C. Hill              For       Withhold   Management
1.3   Elect Director Leon Kranz                 For       Withhold   Management
1.4   Elect Director J. Robert Peart            For       Withhold   Management
1.5   Elect Director Bradford T. Whitmore       For       Withhold   Management
1.6   Elect Director Kerry L. Woody             For       Withhold   Management
2     Restore Voting Power                      For       For        Shareholder


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 2, 2004    Meeting Type: Annual
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger S. Berlind          For       For        Management
1.2   Elect  Director Marsha Johnson Evans      For       For        Management
1.3   Elect  Director Sir Christopher Gent      For       For        Management
1.4   Elect  Director Dina Merrill              For       For        Management
2     Ratify Auditors                           For       For        Management


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

LINCOLN NATIONAL CORP.

Ticker:       LNC            Security ID:  534187109
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William J. Avery          For       Withhold   Management
1.2   Elect  Director Jon A. Boscia             For       Withhold   Management
1.3   Elect  Director Eric G. Johnson           For       Withhold   Management
1.4   Elect  Director Glenn F. Tilton           For       Withhold   Management
2     Approve Deferred Compensation Plan        For       For        Management


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

LOUISIANA-PACIFIC CORP

Ticker:       LPX            Security ID:  546347105
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dustan E. McCoy           For       Withhold   Management
1.2   Elect  Director Lee C. Simpson            For       Withhold   Management
1.3   Elect  Director Colin D. Watson           For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Restricted    For       Against    Management
      Stock Plan
4     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
5     Amend Executive Incentive Bonus Plan      For       For        Management
6     Ratify Auditors                           For       For        Management
7     Separate Chairman and CEO Positions       Against   Against    Shareholder
8     Report on Greenhouse Gas Emissions        Against   Abstain    Shareholder


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

MAN AG

Ticker:                      Security ID:  DE0005937007
Meeting Date: JUN 9, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.75 per Share
3     Approve Discharge of Management Board     For       For        Management
4     Approve Discharge of Supervisory Board    For       For        Management
5     Authorize Share Repurchase Program and    For       For        Management
      Reissuance of Repurchased Shares
6     Amend Articles Re: Changes to the         For       For        Management
      Remuneration of the Supervisory Board
      Members and Amendment to the Articles
7     Approve Affiliation Agreements with a     For       For        Management
      Subsidiary (MAN Altersversorgung GmbH)
8     Ratify BDO Deutsche Warentreuhand AG as   For       For        Management
      Auditors


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

MANITOWOC COMPANY, INC., THE

Ticker:       MTW            Security ID:  563571108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert C. Stift           For       Withhold   Management
1.2   Elect  Director Virgis W. Colbert         For       Withhold   Management
1.3   Elect  Director Kenneth W. Krueger        For       Withhold   Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


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

MARATHON OIL CORP

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles F. Bolden, Jr.    For       Withhold   Management
1.2   Elect  Director Charles R. Lee            For       Withhold   Management
1.3   Elect  Director Dennis H. Reilley         For       Withhold   Management
1.4   Elect  Director Thomas J. Usher           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Report on Greenhouse Gas Emissions        Against   Abstain    Shareholder
4     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote


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

MATAV RT

Ticker:                      Security ID:  US5597761098
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  APR 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Directors' Report on Company      For       Did Not    Management
      Business Policy and Financial Situation             Vote
      in 2003
2     Approve Directors' Report on Business     For       Did Not    Management
      Operations in 2003, Supervisory Board's             Vote
      Report and Auditor's Report
3     Approve Allocation of Income Earned in    For       Did Not    Management
      2003 and Dividend of HUF 70 per Share               Vote
4     Approve Dematerialization of Shares       For       Did Not    Management
                                                          Vote
5     Amend Articles of Association             For       Did Not    Management
                                                          Vote
6     Elect Management Board                    For       Did Not    Management
                                                          Vote
7     Elect Supervisory Board                   For       Did Not    Management
                                                          Vote
8     Approve Remuneration of Management and    For       Did Not    Management
      Supervisory Board Members                           Vote
9     Approve Auditors and Fix Their            For       Did Not    Management
      Remuneration                                        Vote
10    Approve Rules of Procedure of Supervisory For       Did Not    Management
      Board                                               Vote
11    Approve Amendments to Matav Stock Option  Against   Did Not    Shareholder
      Plan                                                Vote
12    Other Business                            For       Did Not    Management
                                                          Vote


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

MBIA INC.

Ticker:       MBI            Security ID:  55262C100
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joseph W. Brown           For       For        Management
1.2   Elect  Director C. Edward Chaplin         For       For        Management
1.3   Elect  Director David C. Clapp            For       For        Management
1.4   Elect  Director Gary C. Dunton            For       For        Management
1.5   Elect  Director Claire L. Gaudiani        For       For        Management
1.6   Elect  Director Freda S. Johnson          For       For        Management
1.7   Elect  Director Daniel P. Kearney         For       For        Management
1.8   Elect  Director James A. Lebenthal        For       For        Management
1.9   Elect  Director Debra J. Perry            For       For        Management
1.10  Elect  Director John A. Rolls             For       For        Management
2     Ratify Auditors                           For       For        Management


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

MCLEODUSA INC.

Ticker:       MCLDQ          Security ID:  582266805
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas M. Collins         For       For        Management
1.2   Elect  Director Chris A. Davis            For       For        Management
2     Ratify Auditors                           For       For        Management


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

METROCALL HOLDINGS, INC.

Ticker:       MTOH           Security ID:  59164X105
Meeting Date: SEP 24, 2003   Meeting Type: Special
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       Against    Management
2     Amend Securities Transfer Restrictions    For       For        Management
3     Amend Stock Option Plan                   For       For        Management


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

MICROCELL TELECOMMUNICATION

Ticker:       MT.B           Security ID:  59501T882
Meeting Date: MAY 5, 2004    Meeting Type: Annual/Special
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Ernst & Young as Auditors and  For       For        Management
      Authorise Board to Fix Remuneration of
      Auditors.
2     The Resolution to Confirm the General     For       For        Management
      By-Law of the Corporation.
3     Confirm the Expiration Time Under the     For       For        Management
      Shareholder Rights Plan of the
      Corporation.
4     Amend Stock Option Plan                   For       For        Management


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

MOL HUNGARIAN OIL AND GAS PLC.(FORMERLY MOL MAGYAR OLAY-ES

Ticker:                      Security ID:  US6084642023
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  APR 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Receive Directors' Report on 2003         None      None       Management
      Business Year and Proposal on Allocation
      of Income
1.2   Receive Auditors' Report                  None      None       Management
1.3   Receive Supervisory Board's Report        None      None       Management
1.4   Approve Financial Statements and          For       For        Management
      Allocation of Income and Dividend
2     Approve Auditors and Fix Their            For       For        Management
      Remuneration
3     Amend Articles of Association             For       Against    Management
4     Receive Board's Report on Transactions    For       For        Management
      with Treasury Shares and Authorize Share
      Repurchase Program
5     Elect Supervisory Board Members and       For       For        Management
      Determine Their Remuneration
6     Elect Members of Board of Directors and   For       For        Management
      Determine Their Remuneration


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

NORDSTROM, INC.

Ticker:       JWN            Security ID:  655664100
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D. Wayne Gittinger        For       Withhold   Management
1.2   Elect  Director Enrique Hernandez, Jr.    For       Withhold   Management
1.3   Elect  Director Jeanne P. Jackson         For       Withhold   Management
1.4   Elect  Director Bruce A. Nordstrom        For       Withhold   Management
1.5   Elect  Director John N. Nordstrom         For       Withhold   Management
1.6   Elect  Director Alfred E. Osborne, Jr.,   For       Withhold   Management
      Ph.D.
1.7   Elect  Director William D. Ruckelshaus    For       Withhold   Management
1.8   Elect  Director Alison A. Winter          For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

NTL INCORPORATED

Ticker:       NTLI           Security ID:  62940M104
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffrey D. Benjamin       For       For        Management
1.2   Elect  Director David Elstein             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Approve Share Plan Grant                  For       For        Management


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

OCCIDENTAL PETROLEUM CORP.

Ticker:       OXY            Security ID:  674599105
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald W. Burkle          For       For        Management
1.2   Elect  Director John S. Chalsty           For       For        Management
1.3   Elect  Director Edward P. Djerejian       For       For        Management
1.4   Elect  Director R. Chad Dreier            For       For        Management
1.5   Elect  Director John E. Feick             For       For        Management
1.6   Elect  Director Ray R. Irani              For       For        Management
1.7   Elect  Director Dale R. Laurance          For       For        Management
1.8   Elect  Director Irvin W. Maloney          For       For        Management
1.9   Elect  Director Rodolfo Segovia           For       For        Management
1.10  Elect  Director Aziz D. Syriani           For       For        Management
1.11  Elect  Director Rosemary Tomich           For       For        Management
1.12  Elect  Director Walter L. Weisman         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
4     Prohibit Awards to Executives             Against   Against    Shareholder


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

ORBITAL SCIENCES CORP.

Ticker:       ORB            Security ID:  685564106
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward F. Crawley         For       Withhold   Management
1.2   Elect  Director Lennard A. Fisk           For       Withhold   Management
1.3   Elect  Director Garrett E. Pierce         For       Withhold   Management
1.4   Elect  Director David W. Thompson         For       Withhold   Management


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

OTP BANK RT

Ticker:                      Security ID:  USX607461166
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  APR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Directors' Report on Bank's 2003  For       None       Management
      Business Activities and Financial
      Statements
2     Approve Supervisory Board's Report        For       None       Management
3     Approve Auditor's Report                  For       None       Management
4     Approve Directors' Report on Bank's       For       None       Management
      Business Policy for 2004
5     Approve Auditors and Fix Their            For       For        Management
      Remuneration
6     Elect Supervisory Board Member (Employee  For       For        Management
      Representative)
7     Approve Remuneration of Management and    For       For        Management
      Supervisory Board Members
8     Amend Articles of Association             For       For        Management
9     Authorize Share Repurchase Program        For       For        Management


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

PHELPS DODGE CORP.

Ticker:       PD             Security ID:  717265102
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marie L. Knowles          For       Withhold   Management
1.2   Elect  Director Jon C. Madonna            For       Withhold   Management
1.3   Elect  Director Gordon R. Parker          For       Withhold   Management
1.4   Elect  Director Robert D. Johnson         For       Withhold   Management
2     Cease Charitable Contributions            Against   Abstain    Shareholder


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

PIONEER COMPANIES, INC.

Ticker:       PONR           Security ID:  723643300
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  APR 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David N. Weinstein        For       For        Management
1.2   Elect  Director Michael Y. Mcgovern       For       For        Management
1.3   Elect  Director Marvin E. Lesser          For       For        Management
1.4   Elect  Director Gary L. Rosenthal         For       For        Management
1.5   Elect  Director Charles L. Mears          For       For        Management
2     Ratify Auditors                           For       For        Management


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

POLSKI KONCERN NAFTOWY ORLEN

Ticker:                      Security ID:  US7316132049
Meeting Date: APR 8, 2004    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              For       For        Management
2     Elect Meeting Chairman                    For       For        Management
3     Acknowledge Proper Convening of Meeting   For       For        Management
4     Approve Agenda of Meeting                 For       For        Management
5     Elect Members of Election Committee       For       For        Management
6     Approve Disposal (Sale or Lease) of       For       For        Management
      Self-Operating Parts of Company
7     Amend Rules for Use of the Privatization  For       For        Management
      Fund of PKN ORLEN
8     Amend Articles of Association (Statute)   For       For        Management
9     Approve Changes to Supervisory Board      For       For        Management
10    Close Meeting                             For       For        Management


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

POLYMER GROUP, INC.

Ticker:       POLGA          Security ID:  731745204
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pedro Arias               For       Withhold   Management
1.2   Elect  Director Ramon Betolaza            For       Withhold   Management
1.3   Elect  Director Lap Wai Chan              For       Withhold   Management
1.4   Elect  Director William B. Hewitt         For       Withhold   Management
1.5   Elect  Director Eugene Linden             For       Withhold   Management
1.6   Elect  Director James Ovenden             For       Withhold   Management
1.7   Elect  Director Michael Watzky            For       Withhold   Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Restricted Stock Plan             For       For        Management


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

PTV INC.

Ticker:       PTVI           Security ID:  62940R202
Meeting Date: JAN 27, 2004   Meeting Type: Special
Record Date:  DEC 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reverse Stock Split               For       Abstain    Management
2     Change Company Name                       For       For        Management


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

PUBLIC SERVICE ENTERPRISE GROUP INC.

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert R. Gamper, Jr.     For       For        Management
1.2   Elect  Director Ernest H. Drew            For       For        Management
1.3   Elect  Director William V. Hickey         For       For        Management
1.4   Elect  Director Richard J. Swift          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Require Two Candidates for Each Board     Against   Against    Shareholder
      Seat


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

PULTE HOMES INC.

Ticker:       PHM            Security ID:  745867101
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard J. Dugas, Jr.     For       For        Management
1.2   Elect  Director David N. McCammon         For       For        Management
1.3   Elect  Director William J. Pulte          For       For        Management
1.4   Elect  Director Francis J. Sehn           For       For        Management
1.5   Elect  Director Michael E. Rossi          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditor                            Against   For        Shareholder


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

RICHTER GEDEON RT

Ticker:                      Security ID:  US3684672054
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  APR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Directors' Report on 2003         For       Did Not    Management
      Business Activities of Company                      Vote
2     Approve Auditors' Report                  For       Did Not    Management
                                                          Vote
3     Approve Supervisory Board's Report        For       Did Not    Management
                                                          Vote
4     Approve Allocation of Income              For       Did Not    Management
                                                          Vote
5     Approve Financial Statements and Annual   For       Did Not    Management
      Report                                              Vote
6     Receive Directors' Report on 2003         None      Did Not    Management
      Business Activities of Richter Group and            Vote
      Consolidated Financial Statements
7     Receive Auditors' Report on Consolidated  None      Did Not    Management
      Financial Statements                                Vote
8     Receive Supervisory Board's Report on     None      Did Not    Management
      Consolidated Financial Statements                   Vote
9     Approve Consolidated Financial Statements For       Did Not    Management
                                                          Vote
10    Approve 2003 Financial Statements and     For       Did Not    Management
      Consolidated Financial Statements                   Vote
      Prepared in Accordance with IAS Standards
11    Approve Applications Submitted to Company For       Did Not    Management
      by Preference Shareholders for Conversion           Vote
      of Preference Shares into Ordinary Shares
12    Approve Introduction of Ordinary Shares   For       Did Not    Management
      Converted from Preference Shares to                 Vote
      Budapest Stock Exchange and Luxembourg
      Stock Exchange
13    Authorize Share Repurchase Program        For       Did Not    Management
                                                          Vote
14    Amend Articles of Association (Statutes)  For       Did Not    Management
                                                          Vote
15    Approve Consolidated Text of Company's    For       Did Not    Management
      Statutes                                            Vote
16    Elect Directors                           For       Did Not    Management
                                                          Vote
17    Approve Remuneration of Directors and     For       Did Not    Management
      Supervisory Board Members                           Vote
18    Approve Proposal on Appreciation of Board For       Did Not    Management
      of Directors' Activities in 2003                    Vote
19    Elect Supervisory Board Members           For       Did Not    Management
                                                          Vote
20    Approve Remuneration of Supervisory Board For       Did Not    Management
      Members                                             Vote
21    Elect Statutory Auditor                   For       Did Not    Management
                                                          Vote
22    Approve Remuneration of Statutory Auditor For       Did Not    Management
                                                          Vote
23    Other Business                            For       Did Not    Management
                                                          Vote


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

SCIENTIFIC-ATLANTA, INC.

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

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


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

SEARS, ROEBUCK & CO.

Ticker:       S              Security ID:  812387108
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William L. Bax            For       Withhold   Management
1.2   Elect  Director Donald J. Carty           For       Withhold   Management
1.3   Elect  Director Alan J. Lacy              For       Withhold   Management
1.4   Elect  Director Hugh B. Price             For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Establish Other Board Committee           Against   For        Shareholder


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

SECURICOR PLC (FORMERLY SECURICOR GROUP PLC)

Ticker:                      Security ID:  GB0032739848
Meeting Date: JUN 28, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Scheme of Arrangement between the For       For        Management
      Company and Holders of Securicor Scheme
      Shares; and the Merger Agreement between
      the Company and Group 4 Falck A/S
2     Approve the Group 4 Securicor Performance For       For        Management
      Share Plan
3     Approve the Group 4 Securicor Share       For       For        Management
      Incentive Plan


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

SECURICOR PLC (FORMERLY SECURICOR GROUP PLC)

Ticker:                      Security ID:  GB0032739848
Meeting Date: JUN 28, 2004   Meeting Type: Court
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Scheme of Arrangement             For       For        Management


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

ST. PAUL TRAVELERS COMPANIES, INC., THE

Ticker:       STA            Security ID:  792860108
Meeting Date: MAR 19, 2004   Meeting Type: Special
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with a Merger  For       For        Management
      Agreement
2     Amend Bylaws                              For       For        Management
3     Amend Articles                            For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management


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

STERLING CHEMICALS, INC.

Ticker:       SCHI           Security ID:  859166100
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard K. Crump          For       For        Management
1.2   Elect  Director Peter Ting Kai Wu         For       For        Management
2     Ratify Auditors                           For       For        Management


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

TELEKOMUNIKACJA POLSKA S.A.

Ticker:                      Security ID:  US87943D2071
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  APR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              For       Did Not    Management
                                                          Vote
2     Elect Meeting Chairman                    For       Did Not    Management
                                                          Vote
3     Acknowledge Proper Convening of Meeting   For       Did Not    Management
                                                          Vote
4     Approve Agenda of Meeting                 For       Did Not    Management
                                                          Vote
5     Elect Members of Election Committee       For       Did Not    Management
                                                          Vote
6A    Receive Management Board Report and       None      Did Not    Management
      Financial Statements                                Vote
6B    Receive Management Board's Proposal for   None      Did Not    Management
      Allocation of Income                                Vote
6C    Receive Supervisory Board Report          None      Did Not    Management
                                                          Vote
6D    Receive Management Board Report on        None      Did Not    Management
      Company's Capital Group and Consolidated            Vote
      Financial Statements
6E    Receive Supervisory Board Report on       None      Did Not    Management
      Company's Capital Group                             Vote
7A    Approve Management Board Report           For       Did Not    Management
                                                          Vote
7B    Approve Financial Statements              For       Did Not    Management
                                                          Vote
7C    Approve Allocation of Income              For       Did Not    Management
                                                          Vote
7D    Approve Management Board Report on        For       Did Not    Management
      Company's Capital Group                             Vote
7E    Approve Consolidated Financial Statements For       Did Not    Management
                                                          Vote
7F    Approve Discharge of Management and       For       Did Not    Management
      Supervisory Boards                                  Vote
8     Amend Articles of Association (Statute)   For       Did Not    Management
      Re: Deputy Chairman of Supervisory Board            Vote
9     Adopt Unified Text of Statute             For       Did Not    Management
                                                          Vote
10    Amend Resolution of June 17, 1999 AGM on  For       Did Not    Management
      Remuneration of Supervisory Board Members           Vote
11    Elect Supervisory Board                   For       Did Not    Management
                                                          Vote
12    Close Meeting                             For       Did Not    Management
                                                          Vote


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

TELEWEST COMMUNICATIONS PLC

Ticker:                      Security ID:  XS0109484799
Meeting Date: JUN 1, 2004    Meeting Type: Bondholder
Record Date:  APR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Scheme of Arrangement to be       For       For        Management
      Proposed to be Made Between the Company
      and the Telewest Scheme Creditors


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

TOYS 'R' US, INC.

Ticker:       TOY            Security ID:  892335100
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director RoAnn Costin              For       Withhold   Management
1.2   Elect  Director John H. Eyler, Jr.        For       Withhold   Management
1.3   Elect  Director Roger N. Farah            For       Withhold   Management
1.4   Elect  Director Peter A. Georgescu        For       Withhold   Management
1.5   Elect  Director Cinda A. Hallman          For       Withhold   Management
1.6   Elect  Director Calvin Hill               For       Withhold   Management
1.7   Elect  Director Nancy Karch               For       Withhold   Management
1.8   Elect  Director Norman S. Matthews        For       Withhold   Management
1.9   Elect  Director Arthur B. Newman          For       Withhold   Management
1.10  Elect  Director Frank R. Noonan           For       Withhold   Management
2     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

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


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

TXU CORP.

Ticker:       TXU            Security ID:  873168108
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Derek C. Bonham           For       Withhold   Management
1.2   Elect  Director E. Gail de Planque        For       Withhold   Management
1.3   Elect  Director William M. Griffin        For       Withhold   Management
1.4   Elect  Director Kerney Laday              For       Withhold   Management
1.5   Elect  Director Jack E. Little            For       Withhold   Management
1.6   Elect  Director Erle Nye                  For       Withhold   Management
1.7   Elect  Director J.E. Oesterreicher        For       Withhold   Management
1.8   Elect  Director Michael W. Ranger         For       Withhold   Management
1.9   Elect  Director Herbert H. Richardson     For       Withhold   Management
1.10  Elect  Director C. John Wilder            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Abstain    Shareholder


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

UNITEDGLOBAL.COM INC

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

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


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

VIATEL HOLDING BERMUDA LTD

Ticker:                      Security ID:  G93447103
Meeting Date: DEC 29, 2003   Meeting Type: Annual
Record Date:  NOV 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports (Voting)
2     Ratify Deloitte and Touche (London) as    For       For        Management
      Auditors
3     Amend Bylaws  Re: Quorum Requirements,    For       Against    Management
      Meeting Notices Alternate Directors and
      Proposals Consistent With Chairman's
      Letter
4a    Determine Number of Directors             For       For        Management
4b    Elect Directors                           For       For        Management
4c    Approve Alternate Auditors                For       For        Management
4d    Authorize Directors to Appoint Alternate  For       For        Management
      Directors as and When They Deem Fit
4e    Approve Remuneration of Directors         For       For        Management


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

VIATEL HOLDING BERMUDA LTD

Ticker:                      Security ID:  G93447103
Meeting Date: APR 6, 2004    Meeting Type: Special
Record Date:  FEB 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     RESOLVED THAT, IMMEDIATELY ON CLOSING (AS For       For        Management
      DEFINED IN THE CHAIRMAN S LETTER
      ACCOMPANYING THE NOTICE OF THE SPECIAL
      GENERAL MEETING (THE  CHAIRMAN S LETTER
      )) TAKING PLACE, THE SHARE CAPITAL OF THE
      COMPANY BE AND IS HEREBY INCREASED FROM
      U.S. $1,000,000 TO
2     RESOLVED THAT, IMMEDIATELY ON CLOSING     For       For        Management
      TAKING PLACE, ONE UNISSUED COMMON SHARE
      OF THE COMPANY BE AND IS HEREBY
      REDESIGNATED AS A SPECIAL SHARE WITH THE
      RIGHTS TO BE INCORPORATED INTO THE
      BYE-LAWS OF THE COMPANY UPON APPROVAL OF
      RESOLUTION 3 BELOW.
3     RESOLVED THAT, IMMEDIATELY ON CLOSING     For       For        Management
      TAKING PLACE, THE BYE-LAWS OF THE COMPANY
      BE AND ARE HEREBY AMENDED AS SET OUT IN
      SCHEDULE 1 TO THE NOTICE OF THE SPECIAL
      GENERAL MEETING AND OTHERWISE AS PROPOSED
      BY THE CHAIRMAN AT THE SPECIAL GENERAL
      MEETING CONSI
4     RESOLVED THAT, IMMEDIATELY ON CLOSING     For       For        Management
      TAKING PLACE, THE BYE-LAWS OF THE COMPANY
      BE AND ARE HEREBY AMENDED AS SET OUT IN
      SCHEDULE 2 TO THE NOTICE OF THE SPECIAL
      GENERAL MEETING.


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

VIMPEL COMMUNICATIONS AO

Ticker:       VIP            Security ID:  68370R109
Meeting Date: OCT 24, 2003   Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition of VimpelCom-R        For       For        Management
2     Approve Acquisition of VimpelCom-R as an  For       For        Management
      Interested Party Transaction
3     Issue Shares in Connection with           For       For        Management
      Acquisition of VimpelCom-R
4     Approve Conversion of 3,320 VimpelCom-R   For       For        Management
      Shares Owned by Eco Telecom Ltd. into 7.3
      Million VimpelCom Shares as an Interested
      Party Transaction
5     Approve Conversion of 1,659 VimpelCom-R   For       For        Management
      Shares Owned by Telenor East Invest AS
      into 3.6 Million VimpelCom Shares as an
      Interested Party Transaction


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

WALTER INDUSTRIES, INC.

Ticker:       WLT            Security ID:  93317Q105
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald N. Boyce           For       Withhold   Management
1.2   Elect  Director Howard L. Clark, Jr.      For       Withhold   Management
1.3   Elect  Director Don DeFosset              For       Withhold   Management
1.4   Elect  Director Perry Golkin              For       Withhold   Management
1.5   Elect  Director Jerry W. Kolb             For       Withhold   Management
1.6   Elect  Director Scott C. Nuttall          For       Withhold   Management
1.7   Elect  Director Bernard G. Rethore        For       Withhold   Management
1.8   Elect  Director Neil A. Springer          For       Withhold   Management
1.9   Elect  Director Michael T. Tokarz         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles                            For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management


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

XO COMMUNICATIONS, INC.

Ticker:       XOCM           Security ID:  983764838
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carl C. Icahn             For       Withhold   Management
1.2   Elect  Director Carl J. Grivner           For       Withhold   Management
1.3   Elect  Director Andrew R. Cohen           For       Withhold   Management
1.4   Elect  Director Adam Dell                 For       Withhold   Management
1.5   Elect  Director Vincent J. Intrieri       For       Withhold   Management
1.6   Elect  Director Keith Meister             For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management




                                         SIGNATURES

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

(Registrant):                 Oppenheimer Strategic Income Fund

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

Date:                   August 26, 2004

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