UNITED STATES         ------------------------
                             SECURITIES AND EXCHANGE         OMB APPROVAL
                                   COMMISSION           ------------------------
                             WASHINGTON, D.C. 20549     OMB Number:   3235-0582
                                                        Expires: March 31, 2006
                                    FORM N-PX           Estimated average burden
                                                        hours per response..14.4
                                                        ------------------------

               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number  811-2978
                                   ---------------------------------------------

                   Morgan Stanley American Opportunities Fund
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


     1221 Avenue of the Americas, New York, New York               10020
--------------------------------------------------------------------------------
        (Address of principal executive offices)                 (Zip code)

                                 Barry Fink Esq.

                     Morgan Stanley Investment Advisors Inc.

                           1221 Avenue of the Americas

                            New York, New York 10020
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

Registrant's telephone number, including area code:  800-869-6397
                                                    ----------------------------

Date of fiscal year end:   12/31
                         -------------------

Date of reporting period:   6/30/04
                          ------------------

ITEM 1. PROXY VOTING RECORD.

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

         (a) The name of the issuer of the portfolio security;
             -------------------------------------------------------------------
         (b) The exchange ticker symbol of the portfolio security;

         (c) The Council on Uniform Securities Identification Procedures
             ("CUSIP") number for the portfolio security;
             -------------------------------------------------------------------
         (d) The shareholder meeting date;

         (e) A brief identification of the matter voted on;
             -------------------------------------------------------------------
         (f) Whether the matter was proposed by the issuer or by a security
             holder;

         (g) Whether the registrant cast its vote on the matter;
             -------------------------------------------------------------------
         (h) How the registrant cast its vote (e.g., for or against proposal, or
             abstain; for or withhold regarding election of directors);and

         (i) Whether the registrant cast its vote for or against management.
             -------------------------------------------------------------------



******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-02978
Reporting Period: 07/01/2003 - 06/30/2004
Morgan Stanley American Opportunities Fund









================== MORGAN STANLEY AMERICAN OPPORTUNITIES FUND ==================


ACCENTURE LTD BERMUDA

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

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


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

AIR PRODUCTS & CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 22, 2004   Meeting Type: Annual
Record Date:  NOV 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Douglas Ford            For       For        Management
1.2   Elect Director James F. Hardymon          For       For        Management
1.3   Elect Director Paula G. Rosput            For       For        Management
1.4   Elect Director Lawrason D. Thomas         For       For        Management
2     Ratify Auditors                           For       For        Management


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



ALCATEL (FORMERLY ALCATEL ALSTHOM)

Ticker:       ALA            Security ID:  013904305
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE PARENT COMPANY FINANCIAL  For       For        Management
      STATEMENTS FOR THE FISCAL YEAR ENDED
      DECEMBER 31, 2003.
2     APPROVAL OF THE CONSOLIDATED FINANCIAL    For       For        Management
      STATEMENTS FOR THE FISCAL YEAR ENDED
      DECEMBER 31, 2003.
3     RESULT FOR THE FISCAL YEAR-APPROPRIATION. For       For        Management
4     APPROVAL OF REGULATED AGREEMENTS.         For       For        Management
5     RENEWAL OF THE TERM OF MR. JOZEF CORNU AS For       For        Management
      DIRECTOR.
6     AUTHORIZATION TO BE GIVEN TO THE BOARD OF For       Against    Management
      DIRECTORS TO ISSUE DEBT SECURITIES, AND
      PARTICULARLY BONDS.
7     AUTHORIZATION TO BE GIVEN TO THE BOARD OF For       For        Management
      DIRECTORS TO ALLOW THE COMPANY TO
      PURCHASE AND SELL ITS OWN SHARES.
8     AUTHORIZATION TO BE GIVEN TO THE BOARD OF For       For        Management
      DIRECTORS TO REDUCE THE CAPITAL OF THE
      COMPANY.
9     DELEGATION OF POWER TO THE BOARD OF       For       For        Management
      DIRECTORS TO INCREASE THE CAPITAL OF THE
      COMPANY.
10    DELEGATION OF POWER TO THE BOARD OF       For       For        Management
      DIRECTORS TO INCREASE THE CAPITAL OF THE
      COMPANY, WITH CANCELLATION OF
      PREFERENTIAL SUBSCRIPTION RIGHTS.
11    LIMITATION OF THE OVERALL AMOUNT OF       For       For        Management
      ISSUES TO BE MADE PURSUANT TO THE 9TH AND
      10TH RESOLUTIONS.
12    DELEGATION OF POWER TO THE BOARD OF       For       For        Management
      DIRECTORS TO INCREASE THE CAPITAL OF THE
      COMPANY.
13    POWERS TO IMPLEMENT THE DECISIONS OF THE  For       For        Management
      SHAREHOLDERS  MEETING AND TO CARRY OUT
      THE CORRESPONDING FORMALITIES.
14    TO TRANSACT SUCH OTHER ORDINARY BUSINESS  For       Against    Management
      OF AN ANNUAL GENERAL MEETING AS MAY
      PROPERLY BE RAISED.


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

ALCON INC

Ticker:       ACL            Security ID:  H01301102
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE 2003 ANNUAL REPORT AND    For       For        Management
      ACCOUNTS OF ALCON, INC. AND THE 2003
      CONSOLIDATED FINANCIAL STATEMENTS OF
      ALCON, INC. AND SUBSIDIARIES
2     APPROPRIATION OF AVAILABLE EARNINGS AND   For       For        Management
      PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE
      FINANCIAL YEAR 2003
3     DISCHARGE OF THE MEMBERS OF THE BOARD OF  For       For        Management
      DIRECTORS
4     ELECTION TO THE BOARD OF DIRECTORS OF:    For       For        Management
      WERNER J. BAUER
5     ELECTION TO THE BOARD OF DIRECTORS OF:    For       For        Management
      FRANCISCO CASTANER
6     ELECTION TO THE BOARD OF DIRECTORS OF:    For       For        Management
      LODEWIJK J.R. DE VINK
7     ELECTION OF KPMG KLYNVELD PEAT MARWICK    For       For        Management
      GOERDELER SA, ZURICH, AS GROUP AND PARENT
      COMPANY AUDITORS
8     ELECTION OF ZENSOR REVISIONS AG, ZUG, AS  For       For        Management
      SPECIAL AUDITORS



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

AMERICAN INTERNATIONAL GROUP, INC.

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

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


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

AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.2   Elect  Director Jerry D. Choate           For       Withhold   Management
1.3   Elect  Director Frank C. Herringer        For       For        Management
1.4   Elect  Director Gilbert S. Omenn          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prepare Glass Ceiling Report              Against   Against    Shareholder
4     Expense Stock Options                     Against   For        Shareholder


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

ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 9, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerald G. Fishman         For       For        Management
1.2   Elect  Director F. Grant Saviers          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

ANTHEM INC.

Ticker:       ATH            Security ID:  03674B104
Meeting Date: JUN 28, 2004   Meeting Type: Special
Record Date:  MAY 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Change Company Name                       For       For        Management



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

ANTHEM INC.

Ticker:       ATH            Security ID:  03674B104
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Victor S. Liss            For       For        Management
1.2   Elect  Director James W. McDowell, Jr.    For       For        Management
1.3   Elect  Director George A. Schaefer, Jr.   For       For        Management
1.4   Elect  Director Jackie M. Ward            For       For        Management


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

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: DEC 18, 2003   Meeting Type: Special
Record Date:  OCT 29, 2003

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


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

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eugene C. Fiedorek        For       For        Management
1.2   Elect  Director Patricia Albjerg Graham   For       For        Management
1.3   Elect  Director F. H. Merelli             For       Withhold   Management
1.4   Elect  Director Raymond Plank             For       For        Management
2     Report on Greenhouse Gas Emissions        Against   Against    Shareholder


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

APPLIED MATERIALS, INC.

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

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



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

AUTOZONE, INC.

Ticker:       AZO            Security ID:  053332102
Meeting Date: DEC 11, 2003   Meeting Type: Annual
Record Date:  OCT 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles M. Elson           For       For        Management
1.2   Elect Director Marsha J. Evans            For       For        Management
1.3   Elect Director Earl G. Graves, Jr.        For       For        Management
1.4   Elect Director N. Gerry House             For       For        Management
1.5   Elect Director J.R. Hyde, III             For       For        Management
1.6   Elect Director Edward S. Lampert          For       For        Management
1.7   Elect Director W. Andrew McKenna          For       For        Management
1.8   Elect Director Steve Odland               For       For        Management
1.9   Elect Director James J. Postl             For       For        Management
2     Ratify Auditors                           For       For        Management


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

BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670207
Meeting Date: MAY 1, 2004    Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren E. Buffett          For       For        Management
1.2   Elect Director Charles T. Munger          For       For        Management
1.3   Elect Director Susan T. Buffett           For       For        Management
1.4   Elect Director Howard G. Buffett          For       For        Management
1.5   Elect Director Malcolm G. Chace           For       For        Management
1.6   Elect Director David S. Gottesman         For       For        Management
1.7   Elect Director Charlotte Guyman           For       For        Management
1.8   Elect Director Donald R. Keough           For       For        Management
1.9   Elect Director Thomas S. Murphy           For       For        Management
1.10  Elect Director Ronald L. Olson            For       For        Management
1.11  Elect Director Walter Scott, Jr.          For       For        Management
2     Report on Political                       Against   Against    Shareholder
      Contributions/Activities



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

BHP BILLITON LIMITED (FORMERLY BHP LTD.)

Ticker:       BHP            Security ID:  6144690
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  NOV 11, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements for BHP       For       For        Management
      Billiton Ltd and Statutory Reports for
      the Year Ended  June 30, 2003
2     Accept Financial Statements and Statutory For       For        Management
      Reports for BHP Billiton Plc for the Year
      Ended June 30, 2003
3     Elect D C Brink as Director of BHP        For       For        Management
      Billiton Ltd
4     Elect D C Brink as Director of BHP        For       For        Management
      Billiton Plc
5     Elect M A Chaney as Director of BHP       For       For        Management
      Billiton Ltd
6     Elect M A Chaney as Director of BHP       For       For        Management
      Billiton Plc
7     Elect Lord Renwick of Clifton as Director For       For        Management
      of BHP Billiton Ltd
8     Elect Lord Renwick of Clifton as Director For       For        Management
      of BHP Billitoon Plc  as Director
9     Elect M Salamon as Director of BHP        For       For        Management
      Billiton Ltd
10    Elect M Salamon as Director of BHP        For       For        Management
      Billiton Plc
11    Elect J G Buchanan as Director of BHP     For       For        Management
      Billiton Ltd
12    Elect J G Buchanan as Director of BHP     For       For        Management
      Billiton Plc
13    Approve KPMG Audit Plc and                For       For        Management
      PricewaterhouseCoopers LLP as Auditors
      and Authorize Board to Fix Their
      Remuneration
14    Approve Authority to Allot Shares in BHP  For       For        Management
      Billiton Plc
15    Approve Renewal of Authority to Allot     For       For        Management
      Equity Securities for Cash
16    Authorize Share Repurchase Program        For       For        Management
17    Approve Remuneration Report for the Year  For       For        Management
      Ended June 30, 2003
18    Approve the Grant of Deferred Shares,     For       For        Management
      Options and Performance Shares to
      Executive Director and Chief Executive
      Officer, C W Goodyear Under the BHP
      Billiton Limited Group Incentive Scheme
19    Approve the Grant of Deferred Shares,     For       For        Management
      Options and Performance Shares to
      Executive Director and Senior Minerals
      Executive, M Salamon Under the BHP
      Billiton Plc Group Incentive Scheme


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

BIOGEN IDEC INC

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 16, 2004   Meeting Type: Annual
Record Date:  APR 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan Belzer               For       For        Management
1.2   Elect  Director Mary L. Good              For       For        Management
1.3   Elect  Director James C. Mullen           For       For        Management
1.4   Elect  Director Bruce R. Ross             For       For        Management
2     Ratify Auditors                           For       For        Management



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

BIOGEN IDEC INC

Ticker:       BIIB           Security ID:  449370105
Meeting Date: NOV 12, 2003   Meeting Type: Special
Record Date:  SEP 25, 2003

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


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

BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ursula M. Burns           For       For        Management
1.2   Elect  Director Marye Anne Fox            For       For        Management
1.3   Elect  Director N.J. Nicholas, Jr.        For       For        Management
1.4   Elect  Director John E. Pepper            For       For        Management
2     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


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

BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George L. Farinsky        For       For        Management
1.2   Elect  Director John Major                For       For        Management
1.3   Elect  Director Alan E. Ross              For       For        Management
1.4   Elect  Director Henry Samueli, Ph.D.      For       For        Management
1.5   Elect  Director Robert E. Switz           For       For        Management
1.6   Elect  Director Werner F. Wolfen          For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     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


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

CAREMARK RX, INC.

Ticker:       CMX            Security ID:  141705103
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edwin M. Banks            For       For        Management
1.2   Elect  Director Colleen C. Welch, Ph.D.   For       For        Management
1.3   Elect  Director Roger L. Headrick         For       For        Management
1.4   Elect  Director Jean-Pierre Millon        For       For        Management


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

CARNIVAL CORP.

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Micky Arison              For       For        Management
1.2   Elect  Director Amb Richard G. Capen Jr   For       For        Management
1.3   Elect  Director Robert H. Dickinson       For       For        Management
1.4   Elect  Director Arnold W. Donald          For       For        Management
1.5   Elect  Director Pier Luigi Foschi         For       For        Management
1.6   Elect  Director Howard S. Frank           For       For        Management
1.7   Elect  Director Baroness Hogg             For       For        Management
1.8   Elect  Director A. Kirk Lanterman         For       For        Management
1.9   Elect  Director Modesto A. Maidique       For       For        Management
1.10  Elect  Director John P. Mcnulty           For       For        Management
1.11  Elect  Director Peter Ratcliffe           For       For        Management
1.12  Elect  Director Sir John Parker           For       For        Management
1.13  Elect  Director Stuart Subotnick          For       For        Management
1.14  Elect  Director Uzi Zucker                For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO AUTHORIZE THE AUDIT COMMITTEE OF       For       For        Management
      CARNIVAL PLC TO AGREE THE REMUNERATION OF
      THE INDEPENDENT AUDITORS.
4     TO RECEIVE THE ACCOUNTS AND REPORTS FOR   For       For        Management
      CARNIVAL PLC FOR THE FINANCIAL PERIOD
      ENDED NOVEMBER 30, 2003.
5     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT OF CARNIVAL PLC.
6     TO APPROVE LIMITS ON THE AUTHORITY TO     For       For        Management
      ALLOT SHARES BY CARNIVAL PLC.
7     TO APPROVE THE DISAPPLICATION OF          For       For        Management
      PRE-EMPTION RIGHTS FOR CARNIVAL PLC
      SHARES.



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

CHECK POINT SOFTWARE TECHNOLOGIES INC

Ticker:       CHKP           Security ID:  M22465104
Meeting Date: JUN 30, 2004   Meeting Type: Annual
Record Date:  MAY 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTORS (OTHER THAN OUTSIDE For       For        Management
      DIRECTORS): (NOTE: DIRECTORS ARE ELECTED
      AS A GROUP, NOT INDIVIDUALLY): GIL SHWED,
      MARIUS NACHT, DAVID RUBNER, TAL SHAVIT.
2     TO RATIFY THE CONSOLIDATED FINANCIAL      For       For        Management
      STATEMENTS OF THE COMPANY FOR THE YEAR
      ENDED DECEMBER 31, 2003.
3     TO RATIFY THE APPOINTMENT AND             For       For        Management
      COMPENSATION OF THE COMPANY S INDEPENDENT
      PUBLIC ACCOUNTANTS.
4     TO APPROVE AMENDMENT TO DIRECTORS         For       For        Management
      COMPENSATION.
5     TO APPROVE EXECUTIVE OFFICERS             For       For        Management
      COMPENSATION.


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

CHICO'S FAS, INC.

Ticker:       CHS            Security ID:  168615102
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Helene B. Gralnick        For       For        Management
1.2   Elect  Director Verna K. Gibson           For       For        Management
1.3   Elect  Director Betsy S. Atkins           For       For        Management
1.4   Elect  Director Scott A. Edmonds          For       For        Management
2     Change Range for Size of the Board        For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


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

CISCO SYSTEMS, INC.

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

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



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

CITIGROUP INC.

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

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


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

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan D. Feld              For       Withhold   Management
1.2   Elect  Director Thomas O. Hicks           For       For        Management
1.3   Elect  Director Perry J. Lewis            For       For        Management
1.4   Elect  Director L. Lowry Mays             For       For        Management
1.5   Elect  Director Mark P. Mays              For       For        Management
1.6   Elect  Director Randall T. Mays           For       For        Management
1.7   Elect  Director B.J. Mccombs              For       For        Management
1.8   Elect  Director Phyllis B. Riggins        For       For        Management
1.9   Elect  Director Theordore H. Strauss      For       For        Management
1.10  Elect  Director J.C. Watts                For       For        Management
1.11  Elect  Director John H. Williams          For       For        Management
2     Ratify Auditors                           For       For        Management



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

COCA-COLA COMPANY, THE

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

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


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

COGNIZANT TECHNOLOGY SOLUTIONS CORP.

Ticker:       CTSH           Security ID:  192446102
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lakshmi Narayanan         For       For        Management
1.2   Elect  Director John E. Klein             For       For        Management
2     Increase Authorized Common Stock and      For       For        Management
      Eliminate Class of Common Stock
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Approve Employee Stock Purchase Plan      For       For        Management
5     Ratify Auditors                           For       For        Management


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

COOPER INDUSTRIES LTD

Ticker:       CBE            Security ID:  G24182100
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director S.G. Butler               For       For        Management
1.2   Elect  Director D.F. Smith                For       For        Management
1.3   Elect  Director G.B. Smith                For       For        Management
2     Ratify Auditors                           For       For        Management
3     APPROVE THE AMENDED AND RESTATED STOCK    For       For        Management
      INCENTIVE PLAN.
4     SHAREHOLDER PROPOSAL RELATING TO SOCIAL   Against   Against    Shareholder
      AND ENVIRONMENTAL ISSUES RELATED TO
      SUSTAINABILITY.
5     SHAREHOLDER PROPOSAL RELATING TO          Against   Against    Shareholder
      EXECUTIVE EQUITY COMPENSATION PLANS.



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

COOPER INDUSTRIES LTD

Ticker:       CBE            Security ID:  G24182100
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Stephen G. Butler, Dan F. Smith,    For       For        Management
      and Gerald B. Smith as Directors
2     Appoint Ernst & Young as Independent      For       For        Management
      Auditors For the Year Ending 12/31/2004
3     Increase Number of Shares Reserved Under  For       For        Management
      Stock Option Plan from 12 Million to 17
      Million
4     Report on Social and Environmental Issues Against   For        Shareholder
      Related to Sustainability
5     Establish Performance-Based and           Against   Against    Shareholder
      Time-Based Restricted Stock Plan in Lieu
      of Stock Options.


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

CORINTHIAN COLLEGES, INC.

Ticker:       COCO           Security ID:  218868107
Meeting Date: NOV 20, 2003   Meeting Type: Annual
Record Date:  OCT 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul R. St. Pierre         For       Withhold   Management
1.2   Elect Director Linda Arey Skladany, Esq.  For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

DANAHER CORP.

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director  Steven M. Rales          For       For        Management
1.2   Elect  Director  John T. Schwieters       For       For        Management
1.3   Elect  Director  Alan G. Spoon            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Develop Charter Language on Board         Against   Against    Shareholder
      Diversity



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

DEERE & CO.

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 25, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert W. Lane            For       For        Management
1.2   Elect  Director Antonio Madero B.         For       For        Management
1.3   Elect  Director Aulana L. Peters          For       For        Management
1.4   Elect  Director John R. Walter            For       For        Management


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

DELL INC.

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

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


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

EATON CORP.

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Critelli       For       For        Management
1.2   Elect  Director Ernie Green               For       For        Management
1.3   Elect  Director Kiran M. Patel            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Philippe Bourguignon      For       For        Management
1.2   Elect  Director Thomas J. Tierney         For       For        Management
1.3   Elect  Director Margaret C. Whitman       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Increase Authorized Common Stock          For       Against    Management
5     Ratify Auditors                           For       For        Management
6     Expense Stock Options                     Against   For        Shareholder



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

ECHOSTAR COMMUNICATIONS CORP.

Ticker:       DISH           Security ID:  278762109
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael T. Dugan          For       Withhold   Management
1.2   Elect  Director James Defranco            For       Withhold   Management
1.3   Elect  Director Cantey Ergen              For       Withhold   Management
1.4   Elect  Director Charles W. Ergen          For       Withhold   Management
1.5   Elect  Director Raymond L. Friedlob       For       For        Management
1.6   Elect  Director Steven R. Goodbarn        For       For        Management
1.7   Elect  Director David K. Moskowitz        For       Withhold   Management
1.8   Elect  Director C. Michael Schroeder      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Egan              For       For        Management
1.2   Elect  Director Michael C. Ruettgers      For       For        Management
1.3   Elect  Director David N. Strohm           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder


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

EMERSON ELECTRIC CO.

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

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


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

FAIR ISAAC  INC.

Ticker:       FIC            Security ID:  303250104
Meeting Date: FEB 2, 2004    Meeting Type: Annual
Record Date:  DEC 5, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. George Battle          For       For        Management
1.2   Elect  Director Tony J. Christianson      For       For        Management
1.3   Elect  Director Thomas G. Grudnowski      For       For        Management
1.4   Elect  Director Alex W. Hart              For       Withhold   Management
1.5   Elect  Director Philip G. Heasley         For       Withhold   Management
1.6   Elect  Director Guy R. Henshaw            For       For        Management
1.7   Elect  Director David S.P. Hopkins        For       For        Management
1.8   Elect  Director Margaret L. Taylor        For       Withhold   Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management



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

FANNIE MAE

Ticker:       FNM            Security ID:  313586109
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen B. Ashley         For       For        Management
1.2   Elect  Director Kenneth M. Duberstein     For       For        Management
1.3   Elect  Director Thomas P. Gerrity         For       For        Management
1.4   Elect  Director Timothy Howard            For       For        Management
1.5   Elect  Director Ann Korologos             For       For        Management
1.6   Elect  Director Frederic V. Malek         For       For        Management
1.7   Elect  Director Donald B. Marron          For       For        Management
1.8   Elect  Director Daniel H. Mudd            For       For        Management
1.9   Elect  Director Anne M. Mulcahy           For       For        Management
1.10  Elect  Director Joe K. Pickett            For       For        Management
1.11  Elect  Director Leslie Rahl               For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director H. Patrick Swygert        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Provide for Cumulative Voting             Against   Against    Shareholder


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

FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 29, 2003   Meeting Type: Annual
Record Date:  AUG 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director August A. Busch IV         For       For        Management
1.2   Elect Director John A. Edwardson          For       For        Management
1.3   Elect Director George J. Mitchell         For       Withhold   Management
1.4   Elect Director Joshua I. Smith            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   Against    Shareholder


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

FOREST LABORATORIES, INC.

Ticker:       FRX            Security ID:  345838106
Meeting Date: AUG 11, 2003   Meeting Type: Annual
Record Date:  JUN 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard Solomon             For       For        Management
1.2   Elect Director William J. Candee, III     For       For        Management
1.3   Elect Director George S. Cohan            For       For        Management
1.4   Elect Director Dan L. Goldwasser          For       For        Management
1.5   Elect Director Lester B. Salans, M.D.     For       For        Management
1.6   Elect Director Kenneth E. Goodman         For       For        Management
1.7   Elect Director Phillip M. Satow           For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Ratify Auditors                           For       For        Management



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

FOX ENTERTAINMENT GROUP, INC.

Ticker:       FOX            Security ID:  35138T107
Meeting Date: NOV 25, 2003   Meeting Type: Annual
Record Date:  SEP 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director K. Rupert Murdoch, AC      For       For        Management
1.2   Elect Director Peter Chernin              For       For        Management
1.3   Elect Director David F. DeVoe             For       For        Management
1.4   Elect Director Arthur M. Siskind          For       For        Management
1.5   Elect Director Lachlan K. Murdoch         For       For        Management
1.6   Elect Director Christos M. Cotsakos       For       For        Management
1.7   Elect Director Thomas W. Jones            For       For        Management
1.8   Elect Director Peter Powers               For       For        Management
2     Ratify Auditors                           For       For        Management


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: JAN 29, 2004   Meeting Type: Annual
Record Date:  DEC 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Harmon E. Burns            For       For        Management
1.2   Elect Director Charles Crocker            For       For        Management
1.3   Elect Director Robert D. Joffe            For       For        Management
1.4   Elect Director Charles B. Johnson         For       For        Management
1.5   Elect Director Rupert H. Johnson, Jr.     For       For        Management
1.6   Elect Director Thomas H. Kean             For       For        Management
1.7   Elect Director James A. McCarthy          For       For        Management
1.8   Elect Director Chutta Ratnathicam         For       For        Management
1.9   Elect Director Peter M. Sacerdote         For       For        Management
1.10  Elect Director Anne M. Tatlock            For       For        Management
1.11  Elect Director Louis E. Woodworth         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management


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

GAP, INC., THE

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

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



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

GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 16, 2004   Meeting Type: Written Consent
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
2.1   Elect  Director Herbert W. Boyer          For       Withhold   Management
2.2   Elect  Director Arthur D. Levinson        For       Withhold   Management
2.3   Elect  Director Mark Richmond             For       For        Management
2.4   Elect  Director Charles A. Sanders        For       For        Management
2.5   Elect  Director William M. Burns          For       Withhold   Management
2.6   Elect  Director Erich Hunziker            For       Withhold   Management
2.7   Elect  Director Jonathan K.C. Knowles     For       Withhold   Management
3     Elect Director  M. Burns                  For       Withhold   Management
4     Elect Director Erich Hunziker             For       Withhold   Management
5     Elect Director Jonathan K.C. Knowles      For       Withhold   Management
6     Increase Authorized Common Stock          For       For        Management
7     Approve Omnibus Stock Plan                For       Against    Management
8     Ratify Auditors                           For       For        Management


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

GENERAL ELECTRIC CO.

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

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



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

GILLETTE CO., THE

Ticker:       G              Security ID:  375766102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward F. DeGraan         For       For        Management
1.2   Elect  Director Wilbur H. Gantz           For       For        Management
1.3   Elect  Director James M. Kilts            For       For        Management
1.4   Elect  Director Jorge Paulo Lemann        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Declassify the Board of Directors         Against   Against    Shareholder
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
6     Expense Stock Options                     Against   For        Shareholder


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

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  FEB 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lloyd C. Blankfein        For       For        Management
1.2   Elect  Director Lord Browne Of Madingley  For       For        Management
1.3   Elect  Director Claes Dahlback            For       For        Management
1.4   Elect  Director James A. Johnson          For       For        Management
1.5   Elect  Director Lois D. Juliber           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   Against    Shareholder


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

GTECH HOLDINGS CORP.

Ticker:       GTK            Security ID:  400518106
Meeting Date: AUG 4, 2003    Meeting Type: Annual
Record Date:  JUN 13, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Burnett W. Donoho          For       For        Management
1.2   Elect Director James F. McCann            For       For        Management
1.3   Elect Director W. Bruce Turner            For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

GUIDANT CORP.

Ticker:       GDT            Security ID:  401698105
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Maurice A. Cox, Jr.       For       For        Management
1.2   Elect  Director Nancy-Ann Min DeParle     For       For        Management
1.3   Elect  Director Ronald W. Dollens         For       For        Management
1.4   Elect  Director Enrique C. Falla          For       For        Management
1.5   Elect  Director Kristina M. Johnson,      For       For        Management
      Ph.D.
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder



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

HOT TOPIC, INC.

Ticker:       HOTT           Security ID:  441339108
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cynthia Cohen             For       For        Management
1.2   Elect  Director Corrado Federico          For       For        Management
1.3   Elect  Director W. Scott Hedrick          For       For        Management
1.4   Elect  Director Elizabeth McLaughlin      For       For        Management
1.5   Elect  Director Bruce Quinnell            For       For        Management
1.6   Elect  Director Andrew Schuon             For       For        Management
2     Ratify Auditors                           For       For        Management


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

IAC / INTERACTIVECORP

Ticker:       IACI           Security ID:  45840Q101
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  APR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard N. Barton         For       For        Management
1.2   Elect  Director Robert R. Bennett         For       For        Management
1.3   Elect  Director Edgar Bronfman, Jr.       For       For        Management
1.4   Elect  Director Barry Diller              For       For        Management
1.5   Elect  Director Victor A. Kaufman         For       For        Management
1.6   Elect  Director Donald R. Keough          For       For        Management
1.7   Elect  Director Marie-Josee Kravis        For       For        Management
1.8   Elect  Director John C. Malone            For       For        Management
1.9   Elect  Director Steven Rattner            For       For        Management
1.10  Elect  Director Gen. H.N. Schwarzkopf     For       For        Management
1.11  Elect  Director Alan G. Spoon             For       For        Management
1.12  Elect  Director Diane Von Furstenberg     For       For        Management
2     Ratify Auditors                           For       For        Management


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

INGERSOLL-RAND COMPANY LIMITED

Ticker:       IR             Security ID:  G4776G101
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director P.C. Godsoe               For       For        Management
1.2   Elect  Director C.J. Horner               For       For        Management
1.3   Elect  Director O.R. Smith                For       For        Management
2     ADOPTION OF AMENDED AND RESTATED          For       For        Management
      INCENTIVE STOCK PLAN OF 1998.
3     APPROVAL OF AMENDED AND RESTATED          For       For        Management
      BYE-LAWS.
4     Ratify Auditors                           For       For        Management
5     SHAREHOLDER PROPOSAL TO DECLASSIFY THE    Against   Against    Shareholder
      BOARD OF DIRECTORS.
6     SHAREHOLDER PROPOSAL TO CHANGE THE        Against   Against    Shareholder
      COMPANY S JURISDICTION OF INCORPORATION.
7     SHAREHOLDER PROPOSAL TO REQUIRE THE       Against   Against    Shareholder
      SEPARATION OF THE CHIEF EXECUTIVE OFFICER
      AND THE CHAIR OF THE BOARD.



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

INGERSOLL-RAND COMPANY LIMITED

Ticker:       IR             Security ID:  G4776G101
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect P.C. Godsoe as a Director           For       For        Management
1.2   Elect C.J. Horner as a Director           For       For        Management
1.3   Elect O,R. Smith as a Director            For       For        Management
2     Increase Number of Shares Reserved Under  For       For        Management
      1998 Stock Option Plan by 12 Million
      Shares
3     Amend Articles RE: Quorum Requirements,   For       For        Management
      Voting Rights, Voting Requirements for
      General Meetings, Removal of Directors,
      Indemnification of Directors and
      Officers, Business Combinations With
      Interested Shareholders
4     Approve PricewaterhouseCoopers as         For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
5     Declassify the Board of Directors         Against   Against    Shareholder
6     Reincorporate From Bermuda to a U.S.      Against   Against    Shareholder
      State
7     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

INTEL CORP.

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

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


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

INTERNATIONAL GAME TECHNOLOGY

Ticker:       IGT            Security ID:  459902102
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Thomas Baker           For       For        Management
1.2   Elect  Director Neil Barsky               For       For        Management
1.3   Elect  Director Robert A. Bittman         For       For        Management
1.4   Elect  Director Richard R. Burt           For       For        Management
1.5   Elect  Director Leslie S. Heisz           For       For        Management
1.6   Elect  Director Robert A. Mathewson       For       For        Management
1.7   Elect  Director Thomas J. Matthews        For       For        Management
1.8   Elect  Director Robert Miller             For       For        Management
1.9   Elect  Director Frederick B. Rentschler   For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           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       For        Management
2.2   Elect  Director Frank A. Bennack, Jr.     For       For        Management
2.3   Elect  Director John H. Biggs             For       For        Management
2.4   Elect  Director Lawrence A. Bossidy       For       For        Management
2.5   Elect  Director Ellen V. Futter           For       For        Management
2.6   Elect  Director William H. Gray, III      For       For        Management
2.7   Elect  Director William B. Harrison, Jr   For       For        Management
2.8   Elect  Director Helene L. Kaplan          For       For        Management
2.9   Elect  Director Lee R. Raymond            For       For        Management
2.10  Elect  Director John R. Stafford          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Adjourn Meeting                           For       Against    Management
6     Establish Term Limits for Directors       Against   Against    Shareholder
7     Charitable Contributions                  Against   Against    Shareholder
8     Political Contributions                   Against   Against    Shareholder
9     Separate Chairman and CEO Positions       Against   Against    Shareholder
10    Provide Adequate Disclosure for over the  Against   Against    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


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

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: APR 16, 2004   Meeting Type: Special
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition


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

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pradeep Sindhu            For       For        Management
1.2   Elect  Director Robert M. Calderoni       For       For        Management
1.3   Elect  Director Kenneth Levy              For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

KIMBERLY-CLARK CORP.

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pastora San Juan Cafferty For       Withhold   Management
1.2   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.3   Elect  Director Linda Johnson Rice        For       Withhold   Management
1.4   Elect  Director Marc J. Shapiro           For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote



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

LEGG MASON, INC.

Ticker:       LM             Security ID:  524901105
Meeting Date: JUL 22, 2003   Meeting Type: Annual
Record Date:  MAY 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carl Bildt                 For       For        Management
1.2   Elect Director Harry M. Ford, Jr.         For       Withhold   Management
1.3   Elect Director John E. Koerner, III       For       For        Management
1.4   Elect Director Peter F. O'Malley          For       For        Management
1.5   Elect Director James E. Ukrop             For       For        Management
1.6   Elect Director Dennis R. Beresford        For       For        Management


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

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


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

LINEAR TECHNOLOGY CORP.

Ticker:       LLTC           Security ID:  535678106
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert H. Swanson, Jr.     For       For        Management
1.2   Elect Director David S. Lee               For       For        Management
1.3   Elect Director Leo T. McCarthy            For       For        Management
1.4   Elect Director Richard M. Moley           For       For        Management
1.5   Elect Director Thomas S. Volpe            For       For        Management
2     Ratify Auditors                           For       For        Management


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

LOWE

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Leonard L. Berry          For       For        Management
1.2   Elect  Director Paul Fulton               For       For        Management
1.3   Elect  Director Dawn E. Hudson            For       Withhold   Management
1.4   Elect  Director Marshall O. Larsen        For       For        Management
1.5   Elect  Director Robert A. Niblock         For       For        Management
1.6   Elect  Director Stephen F. Page           For       For        Management
1.7   Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.8   Elect  Director Robert L. Tillman         For       For        Management
2     Ratify Auditors                           For       For        Management



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

MANPOWER INC.

Ticker:       MAN            Security ID:  56418H100
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephanie A. Burns        For       For        Management
1.2   Elect  Director Willie D. Davis           For       For        Management
1.3   Elect  Director Jack M. Greenberg         For       For        Management
1.4   Elect  Director Terry A. Hueneke          For       For        Management
2     Ratify Auditors                           For       For        Management


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

MARVELL TECHNOLOGY GROUP LTD

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dr. John M. Cioffi, Phd   For       For        Management
1.2   Elect  Director Dr. Paul R. Gray, Ph.D.   For       For        Management
1.3   Elect  Director Douglas King              For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO AUTHORIZE THE BOARD OF DIRECTORS TO    For       For        Management
      FIX THE AUDITORS REMUNERATION FOR THE
      2005 FISCAL YEAR ENDING JANUARY 29, 2005.
4     TO APPROVE AN INCREASE TO THE COMPANY S   For       For        Management
      AUTHORIZED SHARE CAPITAL.


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

MARVELL TECHNOLOGY GROUP LTD

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Paul M. Cioffi as Director          For       For        Management
1.2   Elect Paul R. Gray as Director            For       For        Management
1.3   Elect Douglas King as Director            For       For        Management
2     Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors
3     Authorize Board to Fix Remuneration of    For       For        Management
      the Auditors
4     Approve Increase in Authorized Share      For       For        Management
      Capital of 250 Million Shares to Reflect
      Bonus Issue and Related Stock Split
5     Transact Other Business (Non-Voting)      None      None       Management



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

MAXIM INTEGRATED PRODUCTS, INC.

Ticker:       MXIM           Security ID:  57772K101
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Bergman           For       For        Management
1.2   Elect Director John F. Gifford            For       For        Management
1.3   Elect Director B. Kipling Hagopian        For       For        Management
1.4   Elect Director M. D. Sampels              For       For        Management
1.5   Elect Director A. R. Frank Wazzan         For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


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

MEDCO HEALTH SOLUTIONS INC

Ticker:       MHS            Security ID:  58405U102
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David B. Snow, Jr.        For       For        Management
1.2   Elect  Director Howard W. Barker, Jr.     For       For        Management
1.3   Elect  Director Brian L. Strom, Md, Mph   For       For        Management
2     Ratify Auditors                           For       For        Management


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 28, 2003   Meeting Type: Annual
Record Date:  JUL 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Anderson        For       For        Management
1.2   Elect Director Michael R. Bonsignore      For       For        Management
1.3   Elect Director Gordon M. Sprenger         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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

MERCURY INTERACTIVE CORP.

Ticker:       MERQ           Security ID:  589405109
Meeting Date: DEC 10, 2003   Meeting Type: Special
Record Date:  OCT 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Stock Option Plan                   For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management



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

MERCURY INTERACTIVE CORP.

Ticker:       MERQ           Security ID:  589405109
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Amnon Landan              For       For        Management
1.2   Elect  Director Igal Kohavi               For       For        Management
1.3   Elect  Director Clyde Ostler              For       For        Management
1.4   Elect  Director Yair Shamir               For       For        Management
1.5   Elect  Director Giora Yaron               For       For        Management
1.6   Elect  Director Anthony Zingale           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

MICROSOFT CORP.

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

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


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

NETWORK APPLIANCE, INC.

Ticker:       NTAP           Security ID:  64120L104
Meeting Date: SEP 2, 2003    Meeting Type: Annual
Record Date:  JUL 7, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel J. Warmenhoven      For       For        Management
1.2   Elect Director Donald T. Valentine        For       For        Management
1.3   Elect Director Sanjiv Ahuja               For       For        Management
1.4   Elect Director Carol A. Bartz             For       For        Management
1.5   Elect Director Michael R. Hallman         For       For        Management
1.6   Elect Director Nicholas G. Moore          For       For        Management
1.7   Elect Director Dr. Sachio Semmoto         For       For        Management
1.8   Elect Director Robert T. Wall             For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Other Business                            For       For        Management



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

NEWMONT MINING CORP. (HOLDING COMPANY)

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

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


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

NEWS CORPORATION LTD.

Ticker:       NWS            Security ID:  652487703
Meeting Date: OCT 15, 2003   Meeting Type: Annual
Record Date:  OCT 13, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Lachlan Murdoch as Director         For       For        Management
2     Elect Thomas Perkins as Director          For       For        Management
3     Elect Stanley Shuman as Director          For       For        Management
4     Elect Arthur Siskind as Director          For       For        Management
5     Approve Stock Option Plan Grants to       For       For        Management
      Executive Directors
6     Approve Remuneration of Directors in the  For       For        Management
      Amount of Up to AUD 1.85 Million



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

NOKIA CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE INCOME STATEMENTS AND THE For       For        Management
      BALANCE SHEETS.
2     APPROVAL OF A DIVIDEND OF EUR 0.30 PER    For       For        Management
      SHARE.
3     APPROVAL OF THE DISCHARGE OF THE          For       For        Management
      CHAIRMAN, THE MEMBERS OF THE BOARD OF
      DIRECTORS AND THE PRESIDENT FROM
      LIABILITY.
4.1   Elect  Director Paul J. Collins           For       For        Management
4.2   Elect  Director Georg Ehrnrooth           For       For        Management
4.3   Elect  Director Bengt Holmstrom           For       For        Management
4.4   Elect  Director Per Karlsson              For       For        Management
4.5   Elect  Director Jorma Ollila              For       For        Management
4.6   Elect  Director Marjorie Scardino         For       For        Management
4.7   Elect  Director Vesa Vainio               For       For        Management
4.8   Elect  Director Arne Wessberg             For       For        Management
5     Ratify Auditors                           For       For        Management
6     APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       For        Management
      REDUCE THE SHARE CAPITAL THROUGH
      CANCELLATION OF NOKIA SHARES HELD BY THE
      COMPANY
7     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD TO INCREASE THE SHARE CAPITAL OF
      THE COMPANY.
8     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD TO REPURCHASE NOKIA SHARES.
9     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD TO DISPOSE NOKIA SHARES HELD BY THE
      COMPANY.
10    APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       For        Management
      INCREASE THE CAPITAL OF THE FOUNDATION OF
      NOKIA CORPORATION.
11    MARK THE  FOR  BOX IF YOU WISH TO         None      Against    Management
      INSTRUCT THE DEPOSITARY TO GIVE A PROXY
      TO ANY ONE OF MARIANNA UOTINEN-TARKOMA,
      ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF
      NOKIA CORPORATION, TO AUTHORIZE ANY OF
      THEM (WITH FULL POWER OF SUBSTITUTION) TO
      VOTE, IN THEIR DISCR


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

NOVARTIS AG

Ticker:       NVS            Security ID:  66987V109
Meeting Date: FEB 24, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT, THE        For       Did Not    Management
      FINANCIAL STATEMENTS OF NOVARTIS AG AND             Vote
      THE GROUP CONSOLIDATED FINANCIAL
      STATEMENTS FOR THE YEAR 2003.
2     APPROVAL OF THE ACTIVITIES OF THE BOARD   For       Did Not    Management
      OF DIRECTORS.                                       Vote
3     APPROPRIATION OF AVAILABLE EARNINGS OF    For       Did Not    Management
      NOVARTIS AG AS PER BALANCE SHEET AND                Vote
      DECLARATION OF DIVIDEND.
4     CONVERSION OF GENERAL RESERVES INTO FREE  For       Did Not    Management
      RESERVES.                                           Vote
5     REDUCTION OF SHARE CAPITAL.               For       Did Not    Management
                                                          Vote
6     FURTHER SHARE REPURCHASE PROGRAM.         For       Did Not    Management
                                                          Vote
7     AMENDMENT TO THE ARTICLES OF              For       Did Not    Management
      INCORPORATION.                                      Vote
8     ELECTION TO THE BOARD OF DIRECTORS.       For       Did Not    Management
      RE-ELECTION OF PROF. DR. HELMUT SIHLER              Vote
      FOR A THREE-YEAR TERM.
9     ELECTION TO THE BOARD OF DIRECTORS.       For       Did Not    Management
      RE-ELECTION OF MR. HANS-JORG RUDLOFF FOR            Vote
      A THREE-YEAR TERM.
10    ELECTION TO THE BOARD OF DIRECTORS.       For       Did Not    Management
      RE-ELECTION OF DR. DANIEL VASELLA FOR A             Vote
      THREE-YEAR TERM.
11    Ratify Auditors                           For       Did Not    Management
                                                          Vote



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

NOVELL, INC.

Ticker:       NOVL           Security ID:  670006105
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert Aiello             For       For        Management
1.2   Elect  Director Fred Corrado              For       For        Management
1.3   Elect  Director Richard L. Crandall       For       For        Management
1.4   Elect  Director Wayne Mackie              For       For        Management
1.5   Elect  Director Claudia B. Malone         For       For        Management
1.6   Elect  Director Jack L. Messman           For       For        Management
1.7   Elect  Director Richard L. Nolan          For       For        Management
1.8   Elect  Director Thomas G. Plaskett        For       For        Management
1.9   Elect  Director John W. Poduska, Sr.      For       For        Management
1.10  Elect  Director James D. Robinson, III    For       For        Management
1.11  Elect  Director Kathy Brittain White      For       For        Management
2     Expense Stock Options                     Against   For        Shareholder
3     Performance-Based/Indexed Options         Against   For        Shareholder
4     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services


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

OMNICARE, INC.

Ticker:       OCR            Security ID:  681904108
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward L. Hutton          For       For        Management
1.2   Elect  Director Joel F. Gemunder          For       For        Management
1.3   Elect  Director Charles H. Erhart, Jr.    For       For        Management
1.4   Elect  Director David W. Froesel, Jr.     For       For        Management
1.5   Elect  Director Sandra E. Laney           For       For        Management
1.6   Elect  Director Andrea R. Lindell, DNSc,  For       For        Management
      RN
1.7   Elect  Director Sheldon Margen, M.D.      For       For        Management
1.8   Elect  Director John H. Timoney           For       For        Management
1.9   Elect  Director Amy Wallman               For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Wren              For       For        Management
1.2   Elect  Director Bruce Crawford            For       For        Management
1.3   Elect  Director Robert Charles Clark      For       For        Management
1.4   Elect  Director Leonard S. Coleman, Jr.   For       For        Management
1.5   Elect  Director Errol M. Cook             For       For        Management
1.6   Elect  Director Susan S. Denison          For       For        Management
1.7   Elect  Director Michael A. Henning        For       For        Management
1.8   Elect  Director John R. Murphy            For       For        Management
1.9   Elect  Director John R. Purcell           For       For        Management
1.10  Elect  Director Linda Johnson Rice        For       For        Management
1.11  Elect  Director Gary L. Roubos            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan



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

ORACLE CORP.

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

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


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Akers             For       For        Management
1.2   Elect  Director Robert E. Allen           For       For        Management
1.3   Elect  Director Ray L. Hunt               For       For        Management
1.4   Elect  Director Arthur C. Martinez        For       For        Management
1.5   Elect  Director Indra K. Nooyi            For       For        Management
1.6   Elect  Director Franklin D. Raines        For       For        Management
1.7   Elect  Director Steven S. Reinemund       For       For        Management
1.8   Elect  Director Sharon Percy Rockefeller  For       For        Management
1.9   Elect  Director James J. Schiro           For       For        Management
1.10  Elect  Director Franklin A. Thomas        For       For        Management
1.11  Elect  Director Cynthia M. Trudell        For       For        Management
1.12  Elect  Director Solomon D. Trujillo       For       For        Management
1.13  Elect  Director Daniel Vasella            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic


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

PETSMART

Ticker:       PETM           Security ID:  716768106
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara A. Munder         For       For        Management
1.2   Elect  Director Thomas G. Stemberg        For       For        Management
1.3   Elect  Director Nancy J. Pedot            For       For        Management
1.4   Elect  Director Jeffery W. Yabuki         For       For        Management
1.5   Elect  Director Rita V. Foley             For       For        Management
2     Ratify Auditors                           For       For        Management



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

PFIZER INC.

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

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


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

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       For        Management
1.2   Elect  Director Jon C. Madonna            For       For        Management
1.3   Elect  Director Gordon R. Parker          For       For        Management
1.4   Elect  Director Robert D. Johnson         For       For        Management
2     Cease Charitable Contributions            Against   Against    Shareholder


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

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 14, 2003   Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Norman R. Augustine        For       For        Management
1.2   Elect Director A.G. Lafley                For       For        Management
1.3   Elect Director Johnathan A. Rodgers       For       For        Management
1.4   Elect Director John F. Smith, Jr.         For       For        Management
1.5   Elect Director Margaret C. Whitman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Declassify the Board of Directors         Against   Against    Shareholder
5     Label Genetically Engineered Foods        Against   Against    Shareholder



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

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Adelia A. Coffman         For       Withhold   Management
1.2   Elect  Director Raymond V. Dittamore      For       For        Management
1.3   Elect  Director Irwin Mark Jacobs         For       For        Management
1.4   Elect  Director Richard Sulpizio          For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   Against    Shareholder


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

ROCKWELL AUTOMATION INC

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 4, 2004    Meeting Type: Annual
Record Date:  DEC 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
A.1   Elect Director Don H. Davis, Jr.          For       For        Management
A.2   Elect Director William H. Gray, III       For       For        Management
A.3   Elect Director William T. McCormick, Jr.  For       For        Management
A.4   Elect Director Keith D. Nosbusch          For       For        Management
B     Ratify Auditors                           For       For        Management
C     Amend Omnibus Stock Plan                  For       For        Management


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

SAP AG

Ticker:       SZXP10         Security ID:  803054204
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     RESOLUTION ON THE APPROPRIATION OF THE    For       For        Management
      RETAINED EARNINGS OF THE FISCAL YEAR 2003
2     RESOLUTION ON THE FORMAL APPROVAL OF THE  For       For        Management
      ACTS OF THE EXECUTIVE BOARD IN THE FISCAL
      YEAR 2003
3     RESOLUTION ON THE FORMAL APPROVAL OF THE  For       For        Management
      ACTS OF THE SUPERVISORY BOARD IN THE
      FISCAL YEAR 2003
4     Ratify Auditors                           For       For        Management
5     RESOLUTION ON ADJUSTMENTS TO SECTION 4 OF For       For        Management
      THE ARTICLES OF ASSOCIATION
6     RESOLUTION ON THE AUTHORIZATION TO        For       For        Management
      ACQUIRE AND USE TREASURY SHARES
7     RESOLUTION ON THE AUTHORIZATION TO USE    For       Against    Management
      EQUITY DERIVATIVES IN CONNECTION WITH THE
      ACQUISITION OF TREASURY SHARES



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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 For       For        Management
1.2   Elect  Director J.S. Gorelick             For       For        Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              For       For        Management
1.7   Elect  Director D. Primat                 For       For        Management
1.8   Elect  Director T. Sandvold               For       For        Management
1.9   Elect  Director N. Seydoux                For       For        Management
1.10  Elect  Director L.G. Stuntz               For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     APPROVAL OF ADOPTION OF THE 2004 STOCK    For       For        Management
      AND DEFERRAL PLAN FOR NON-EMPLOYEE
      DIRECTORS
4     APPROVAL OF AUDITORS                      For       For        Management


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

SEAGATE TECHNOLOGY

Ticker:       STX            Security ID:  G7945J104
Meeting Date: OCT 29, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1-01  Elect David Bonderman as Director         For       For        Management
1-02  Elect William W. Bradley as Director      For       For        Management
1-03  Elect James G. Coulter as Director        For       For        Management
1-04  Elect James A. Davidson as Director       For       For        Management
1-05  Elect Glenn H. Hutchins as Director       For       For        Management
1-06  Elect Donald E. Kiernan as Director       For       For        Management
1-07  Elect Stephen J. Luczo as Director        For       For        Management
1-08  Elect David F. Marquardt as Director      For       For        Management
1-09  Elect John W. Thompson as Director        For       For        Management
1-10  Elect William D. Watkins as Director      For       For        Management
1-11  Elect Edward J. Zander as Director        For       For        Management
2     Approve Section 162(m) Incentive Bonus    For       For        Management
      Plan
3     Ratify Ernst & Young LLP as Auditors      For       For        Management



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

SIEMENS AG

Ticker:       SMAG40         Security ID:  5727973
Meeting Date: JAN 22, 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 1.10 per Share
3     Approve Discharge of Management Board for For       For        Management
      Fiscal 2002/2003
4     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2002/2003
5     Ratify KPMG as Auditors                   For       For        Management
6     Elect Jerry Speyer to the Supervisory     For       For        Management
      Board; Elect Hans-Dieter Wiedig as a
      Deputy Supervisory Board Member
7     Authorize Repurchase of up to Ten Percent For       For        Management
      of Issued Share Capital; Authorize Board
      to Issue Repurchased Shares
8     Approve Creation of EUR 600 Million Pool  For       For        Management
      of Conditional Capital with Preemptive
      Rights
9     Approve Issuance of Convertible Bonds     For       For        Management
      and/or Bonds with Warrants Attached up to
      Aggregate Nominal Amount of EUR 11.3
      Billion with Preemptive Rights; Approve
      Creation of EUR 600  Million Pool of
      Conditional Capital to Guarantee
      Conversion Rights


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

SMITH INTERNATIONAL, INC.

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

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


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael A. Rocca          For       For        Management
1.2   Elect  Director David A. Thompson         For       For        Management
1.3   Elect  Director Stefan K. Widensohler     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Increase Authorized Common Stock          For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder



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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  APR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arthur M. Blank           For       For        Management
1.2   Elect  Director Gary L. Crittenden        For       For        Management
1.3   Elect  Director Martin Trust              For       For        Management
1.4   Elect  Director Paul F. Walsh             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
7     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
8     Limit Executive Compensation              Against   Against    Shareholder
9     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services


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

STARBUCKS CORP.

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 30, 2004   Meeting Type: Annual
Record Date:  JAN 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William W. (Bill) Bradley For       For        Management
1.2   Elect  Director Gregory B. Maffei         For       For        Management
1.3   Elect  Director Orin C. Smith             For       For        Management
1.4   Elect  Director Olden Lee                 For       For        Management
2     Ratify Auditors                           For       For        Management


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

SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: AUG 21, 2003   Meeting Type: Annual
Record Date:  JUL 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tania Amochaev             For       For        Management
1.2   Elect Director William Coleman            For       For        Management
1.3   Elect Director Dr. Per-Kristian Halvorsen For       For        Management
1.4   Elect Director David Mahoney              For       For        Management
1.5   Elect Director Robert S. Miller           For       For        Management
1.6   Elect Director Bill Owens                 For       For        Management
1.7   Elect Director George Reyes               For       For        Management
1.8   Elect Director Daniel H. Schulman         For       For        Management
1.9   Elect Director John W. Thompson           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Stock Option Plan                   For       Against    Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management



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

T. ROWE PRICE GROUP, INC.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 8, 2004    Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward C. Bernard         For       For        Management
1.2   Elect  Director James T. Brady            For       For        Management
1.3   Elect  Director D. William J. Garrett     For       For        Management
1.4   Elect  Director Donald B. Hebb, Jr.       For       For        Management
1.5   Elect  Director James A.C. Kennedy        For       For        Management
1.6   Elect  Director James S. Riepe            For       For        Management
1.7   Elect  Director George A. Roche           For       For        Management
1.8   Elect  Director Brian C. Rogers           For       For        Management
1.9   Elect  Director Dr. Alfred Sommer         For       For        Management
1.10  Elect  Director Dwight S. Taylor          For       For        Management
1.11  Elect  Director Anne Marie Whittemore     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Other Business                            For       Against    Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Calvin Darden             For       For        Management
1.2   Elect  Director Michele J. Hooper         For       For        Management
1.3   Elect  Director Anne M. Mulcahy           For       For        Management
1.4   Elect  Director Stephen W. Sanger         For       For        Management
1.5   Elect  Director Warren R. Staley          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND DISCUSS THE COMPANY S      For       Did Not    Management
      CONSOLIDATED BALANCE SHEET AS OF DECEMBER           Vote
      31, 2003 AND THE CONSOLIDATED STATEMENTS.
2     TO APPROVE THE BOARD OF DIRECTORS         For       Did Not    Management
      RECOMMENDATION THAT THE CASH DIVIDEND FOR           Vote
      THE YEAR ENDED DECEMBER 31, 2003, WHICH
      WAS PAID IN FOUR INSTALLMENTS AND
      AGGREGATED NIS 1.44 (APPROXIMATELY
      US$0.322) PER ORDINARY SHARE, BE DECLARED
      FINAL.
3     TO ELECT ABRAHAM E. COHEN TO SERVE FOR A  For       Did Not    Management
      THREE-YEAR TERM.                                    Vote
4     TO ELECT LESLIE DAN TO SERVE FOR A        For       Did Not    Management
      THREE-YEAR TERM.                                    Vote
5     TO ELECT PROF. MEIR HETH TO SERVE FOR A   For       Did Not    Management
      THREE-YEAR TERM.                                    Vote
6     TO ELECT PROF. MOSHE MANY TO SERVE FOR A  For       Did Not    Management
      THREE-YEAR TERM.                                    Vote
7     TO ELECT DOV SHAFIR TO SERVE FOR A        For       Did Not    Management
      THREE-YEAR TERM.                                    Vote
8     TO APPROVE THE PURCHASE OF DIRECTOR S AND For       Did Not    Management
      OFFICER S LIABILITY INSURANCE FOR THE               Vote
      DIRECTORS AND OFFICERS OF THE COMPANY.
9     Ratify Auditors                           For       Did Not    Management
                                                          Vote



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

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: OCT 27, 2003   Meeting Type: Special
Record Date:  SEP 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect G. Shalev as an External Director   For       For        Management
2     Approve Increase in Remuneration of       For       For        Management
      Directors other than the Chairman


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

TEXAS INSTRUMENTS INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Adams            For       For        Management
1.2   Elect  Director David L. Boren            For       For        Management
1.3   Elect  Director Daniel A. Carp            For       For        Management
1.4   Elect  Director Thomas J. Engibous        For       For        Management
1.5   Elect  Director Gerald W. Fronterhouse    For       For        Management
1.6   Elect  Director David R. Goode            For       For        Management
1.7   Elect  Director Wayne R. Sanders          For       For        Management
1.8   Elect  Director Ruth J. Simmons           For       For        Management
1.9   Elect  Director Richard K. Templeton      For       For        Management
1.10  Elect  Director Christine Todd Whitman    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


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

TIME WARNER INC

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

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



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

TOTAL S.A. (FORMERLY TOTAL FINA ELF  S.A )

Ticker:       TOT            Security ID:  4905413
Meeting Date: APR 28, 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 Net      For       For        Management
      Dividends of EUR 4.70 per Share
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital and Reissuance of
      Repurchased Shares
6     Authorize Issuance of Bonds/Debentures    For       For        Management
7     Reelect Thierry Desmarest as Director     For       For        Management
8     Reelect Thierry de Rudder as Director     For       For        Management
9     Reelect Serge Tchuruk as Director         For       For        Management
10    Elect Daniel Boeuf as Representative of   For       For        Management
      Employee Shareholders to the Board
11    Elect Philippe Marchandise as             Against   Against    Management
      Representative of Employee Shareholders
      to the Board
12    Elect Cyril Mouche as Representative of   Against   Against    Management
      Employee Shareholders to the Board
13    Elect Alan Cramer as Representative of    Against   Against    Management
      Employee Shareholders to the Board
14    Ratify Ernst & Young Audit as Auditors    For       For        Management
15    Ratify KPMG Audit as Auditors             For       For        Management
16    Ratify Pierre Jouanne as Alternate        For       For        Management
      Auditor
17    Ratify Jean-Luc Decornoy as Alternate     For       For        Management
      Auditor
18    Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of EUR 900,000
19    Approve Stock Option Plan Grants          For       For        Management
20    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 4 Billion
21    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 2 Billion
22    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan



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

TOTAL S.A. (FORMERLY TOTAL FINA ELF  S.A )

Ticker:       TOT            Security ID:  4905413
Meeting Date: MAY 14, 2004   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       Did Not    Management
      Statutory Reports                                   Vote
2     Accept Consolidated Financial Statements  For       Did Not    Management
      and Statutory Reports                               Vote
3     Approve Allocation of Income and Net      For       Did Not    Management
      Dividends of EUR 4.70 per Share                     Vote
4     Approve Special Auditors' Report          For       Did Not    Management
      Regarding Related-Party Transactions                Vote
5     Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital and Reissuance of           Vote
      Repurchased Shares
6     Authorize Issuance of Bonds/Debentures    For       Did Not    Management
                                                          Vote
7     Reelect Thierry Desmarest as Director     For       Did Not    Management
                                                          Vote
8     Reelect Thierry de Rudder as Director     For       Did Not    Management
                                                          Vote
9     Reelect Serge Tchuruk as Director         For       Did Not    Management
                                                          Vote
10    Elect Daniel Boeuf as Representative of   For       Did Not    Management
      Employee Shareholders to the Board                  Vote
11    Elect Philippe Marchandise as             Against   Did Not    Management
      Representative of Employee Shareholders             Vote
      to the Board
12    Elect Cyril Mouche as Representative of   Against   Did Not    Management
      Employee Shareholders to the Board                  Vote
13    Elect Alan Cramer as Representative of    Against   Did Not    Management
      Employee Shareholders to the Board                  Vote
14    Ratify Ernst & Young Audit as Auditors    For       Did Not    Management
                                                          Vote
15    Ratify KPMG Audit as Auditors             For       Did Not    Management
                                                          Vote
16    Ratify Pierre Jouanne as Alternate        For       Did Not    Management
      Auditor                                             Vote
17    Ratify Jean-Luc Decornoy as Alternate     For       Did Not    Management
      Auditor                                             Vote
18    Approve Remuneration of Directors in the  For       Did Not    Management
      Aggregate Amount of EUR 900,000                     Vote
19    Approve Stock Option Plan Grants          For       Did Not    Management
                                                          Vote
20    Authorize Issuance of Equity or           For       Did Not    Management
      Equity-Linked Securities with Preemptive            Vote
      Rights up to Aggregate Nominal Amount of
      EUR 4 Billion
21    Authorize Issuance of Equity or           For       Did Not    Management
      Equity-Linked Securities without                    Vote
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 2 Billion
22    Approve Capital Increase Reserved for     For       Did Not    Management
      Employees Participating in                          Vote
      Savings-Related Share Purchase Plan



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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis C. Blair           For       For        Management
1.2   Elect  Director Edward D. Breen           For       For        Management
1.3   Elect  Director George W. Buckley         For       For        Management
1.4   Elect  Director Brian Duperreault         For       For        Management
1.5   Elect  Director Bruce S. Gordon           For       For        Management
1.6   Elect  Director John A. Krol              For       For        Management
1.7   Elect  Director Mackey J. Mcdonald        For       For        Management
1.8   Elect  Director H. Carl Mccall            For       For        Management
1.9   Elect  Director Brendan R. O'Neill        For       For        Management
1.10  Elect  Director Sandra S. Wijnberg        For       For        Management
1.11  Elect  Director Jerome B. York            For       For        Management
2     Ratify Auditors                           For       For        Management
3     ADOPTION OF THE AMENDED AND RESTATED      For       For        Management
      BYE-LAWS.
4     APPROVAL OF TYCO 2004 STOCK AND INCENTIVE For       For        Management
      PLAN.
5     SHAREHOLDER PROPOSAL REGARDING            For       For        Shareholder
      ENVIRONMENTAL REPORTING.
6     SHAREHOLDER PROPOSAL TO CHANGE TYCO S     Against   Against    Shareholder
      JURISDICTION OF INCORPORATION FROM
      BERMUDA TO A U.S. STATE.
7     SHAREHOLDER PROPOSAL ON  COMMON SENSE     Against   Against    Shareholder
      EXECUTIVE COMPENSATION.


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

UBS AG

Ticker:                      Security ID:  H8920M855
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 2.60 per Share
3     Approve Discharge of Board and Senior     For       For        Management
      Management
4.1   Reelect Peter Davis as Director           For       For        Management
4.2.1 Elect Stephan Haeringer as Director       For       For        Management
4.2.2 Elect Helmut Panke as Director            For       For        Management
4.2.3 Elect Peter Spuhler as Director           For       For        Management
4.3   Ratify Ernst and Young as Auditors        For       For        Management
5.1   Approve CHF 47.6 Million Reduction in     For       For        Management
      Share Capital via Cancellation of Shares
5.2   Authorize Repurchase of Issued Share      For       For        Management
      Capital



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

UBS AG

Ticker:                      Security ID:  H8920M855
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ANNUAL REPORT, GROUP AND PARENT COMPANY   For       For        Management
      ACCOUNTS FOR 2003. REPORTS OF THE GROUP
      AND STATUTORY AUDITORS
2     APPROPRIATION OF RETAINED EARNINGS.       For       For        Management
      DIVIDEND FOR FINANCIAL YEAR 2003
3     DISCHARGE OF THE MEMBERS OF THE BOARD OF  For       For        Management
      DIRECTORS AND THE GROUP EXECUTIVE BOARD
4     RE-ELECTION OF BOARD MEMBER: SIR PETER    For       For        Management
      DAVIS
5     ELECTION OF NEW BOARD MEMBER: STEPHAN     For       For        Management
      HAERINGER
6     ELECTION OF NEW BOARD MEMBER: HELMUT      For       For        Management
      PANKE
7     ELECTION OF NEW BOARD MEMBER: PETER       For       For        Management
      SPUHLER
8     RE-ELECTION OF GROUP AND STATUTORY        For       For        Management
      AUDITORS ERNST & YOUNG LTD., BASEL
9     CAPITAL REDUCTION: CANCELLATION OF SHARES For       For        Management
      REPURCHASED UNDER THE 2003/2004 SHARE
      BUYBACK PROGRAM AND RESPECTIVE AMENDMENT
      OF ARTICLE 4 OF THE ARTICLES OF
      ASSOCIATION
10    CAPITAL REDUCTION: APPROVAL OF A NEW      For       For        Management
      2004/2005 SHARE BUYBACK PROGRAM
11    IN CASE OF AD-HOC SHAREHOLDERS MOTIONS    For       For        Management
      DURING THE ANNUAL GENERAL MEETING, I/WE
      AUTHORIZE MY/OUR PROXY TO VOTE IN
      ACCORDANCE WITH THE BOARD OF DIRECTORS


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

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Betsy J. Bernard          For       For        Management
1.2   Elect  Director George David              For       For        Management
1.3   Elect  Director Jean-Pierre Garnier       For       For        Management
1.4   Elect  Director Jamie S. Gorelick         For       For        Management
1.5   Elect  Director Charles R. Lee            For       For        Management
1.6   Elect  Director Richard D. McCormick      For       For        Management
1.7   Elect  Director Harold McGraw III         For       For        Management
1.8   Elect  Director Frank P. Popoff           For       For        Management
1.9   Elect  Director H. Patrick Swygert        For       For        Management
1.10  Elect  Director Andre Villeneuve          For       For        Management
1.11  Elect  Director H. A. Wagner              For       For        Management
1.12  Elect  Director Christine Todd Whitman    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Disclosure of Executive Compensation      Against   Against    Shareholder
4     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts
5     Performance-Based/Indexed Options         Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   Against    Shareholder



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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William C. Ballard, Jr.   For       For        Management
1.2   Elect  Director Richard T. Burke          For       For        Management
1.3   Elect  Director Stephen J. Hemsley        For       For        Management
1.4   Elect  Director Donna E. Shalala          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder
4     Limit Awards to Executives                Against   Against    Shareholder


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

UNIVISION COMMUNICATIONS INC.

Ticker:       UVN            Security ID:  914906102
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. Jerrold Perenchio      For       Withhold   Management
1.2   Elect  Director Fernando Aguirre          For       For        Management
1.3   Elect  Director Harold Gaba               For       For        Management
1.4   Elect  Director Alan F. Horn              For       For        Management
1.5   Elect  Director John G. Perenchio         For       Withhold   Management
1.6   Elect  Director Ray Rodriguez             For       Withhold   Management
1.7   Elect  Director McHenry T. Tichenor, Jr.  For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

UTSTARCOM, INC.

Ticker:       UTSI           Security ID:  918076100
Meeting Date: SEP 24, 2003   Meeting Type: Special
Record Date:  AUG 15, 2003

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


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

VARIAN MEDICAL SYSTEMS INC

Ticker:       VAR            Security ID:  92220P105
Meeting Date: FEB 19, 2004   Meeting Type: Annual
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Seely Brown           For       For        Management
1.2   Elect Director Samuel Hellman             For       For        Management
1.3   Elect Director Terry R. Lautenbach        For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management



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

VODAFONE GROUP PLC

Ticker:                      Security ID:  92857W100
Meeting Date: JUL 30, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Reelect Lord MacLaurin of Knebworth as    For       For        Management
      Director
4     Reelect Kenneth Hydon as Director         For       For        Management
5     Reelect Thomas Geitner as Director        For       For        Management
6     Reelect Alec Broers as Director           For       For        Management
7     Reelect Juergen Schrempp as Director      For       For        Management
8     Elect John Buchanan as Director           For       For        Management
9     Approve Final Dividend of 0.8983 Pence    For       For        Management
      Per Share
10    Ratify Deloitte and Touche as Auditors    For       For        Management
11    Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
12    Authorize EU Political Donations up to    For       For        Management
      GBP 100,000
13    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      USD 900,000,000
14    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of USD 340,000,000
15    Authorize 6,800,000,000 Shares for Share  For       For        Management
      Repurchase Program


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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 14, 2004   Meeting Type: Annual
Record Date:  NOV 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Bernauer          For       For        Management
1.2   Elect Director William C. Foote           For       For        Management
1.3   Elect Director James J. Howard            For       For        Management
1.4   Elect Director Alan G. McNally            For       For        Management
1.5   Elect Director Cordell Reed               For       For        Management
1.6   Elect Director Jeffrey A. Rein            For       For        Management
1.7   Elect Director David Y. Schwartz          For       For        Management
1.8   Elect Director John B. Schwemm            For       For        Management
1.9   Elect Director Marilou M. von Ferstel     For       For        Management
1.10  Elect Director Charles R. Walgreen III    For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan



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

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 3, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Bryson            For       Withhold   Management
1.2   Elect  Director John S. Chen              For       Withhold   Management
1.3   Elect  Director Michael D. Eisner         For       Withhold   Management
1.4   Elect  Director Judith L. Estrin          For       Withhold   Management
1.5   Elect  Director Robert A. Iger            For       Withhold   Management
1.6   Elect  Director Aylwin B. Lewis           For       Withhold   Management
1.7   Elect  Director Monica C. Lozano          For       Withhold   Management
1.8   Elect  Director Robert W. Matschullat     For       Withhold   Management
1.9   Elect  Director George J. Mitchell        For       Withhold   Management
1.10  Elect  Director Leo J. O'Donovan, S.J.    For       Withhold   Management
1.11  Elect  Director Gary L. Wilson            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     China Principles                          Against   Against    Shareholder
4     Report on Supplier Labor Standards in     Against   For        Shareholder
      China
5     Report on Amusement Park Safety           Against   Against    Shareholder


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

WELLPOINT HEALTH NETWORKS INC.

Ticker:       WLP            Security ID:  94973H108
Meeting Date: JUN 28, 2004   Meeting Type: Special
Record Date:  MAY 10, 2004

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


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

WENDY'S INTERNATIONAL, INC.

Ticker:       WEN            Security ID:  950590109
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Janet Hill                For       For        Management
1.2   Elect  Director Paul D. House             For       For        Management
1.3   Elect  Director John R. Thompson          For       For        Management
1.4   Elect  Director J. Randolph Lewis         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 7, 2003    Meeting Type: Annual
Record Date:  JUN 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Willem P. Roelandts        For       For        Management
1.2   Elect Director John L. Doyle              For       For        Management
1.3   Elect Director Jerald G. Fishman          For       For        Management
1.4   Elect Director Philip T. Gianos           For       For        Management
1.5   Elect Director William G. Howard, Jr.     For       For        Management
1.6   Elect Director Harold E. Hughes, Jr.      For       For        Management
1.7   Elect Director Richard W. Sevcik          For       For        Management
1.8   Elect Director Elizabeth Vanderslice      For       For        Management
2     Ratify Auditors                           For       For        Management



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

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Terry S. Semel            For       Withhold   Management
1.2   Elect  Director Jerry Yang                For       Withhold   Management
1.3   Elect  Director Roy J. Bostock            For       Withhold   Management
1.4   Elect  Director Ronald W. Burkle          For       Withhold   Management
1.5   Elect  Director Eric Hippeau              For       Withhold   Management
1.6   Elect  Director Arthur H. Kern            For       Withhold   Management
1.7   Elect  Director Robert A. Kotick          For       Withhold   Management
1.8   Elect  Director Edward R. Kozel           For       Withhold   Management
1.9   Elect  Director Gary L. Wilson            For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder


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

ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 10, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Larry C. Glasscock        For       Withhold   Management
1.2   Elect  Director John L. McGoldrick        For       Withhold   Management
2     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
3     Ratify Auditors                           Against   For        Shareholder

========== END NPX REPORT



                                   SIGNATURES

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

(Registrant)     Morgan Stanley American Opportunities Fund
                 ---------------------------------------------------------------

By  (Signature and Title)*

                                             /s/ Ronald E. Robison

                                         Principal Executive Officer
                               -------------------------------------------------



Date      August 27, 2004
          ----------------------------------------------------------------------

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



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