UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                    Washington, DC 20549

                                         FORM N-PX

      ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY



Investment Company Act file number:                     811-5225

Exact name of registrant as specified in charter:       Oppenheimer Quest for
                                                        Value Funds

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

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

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

Date of fiscal year end:                                10/31

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

Item 1.           Proxy Voting Record




======================= OPPENHEIMER QUEST BALANCED FUND ========================


AETNA INC.

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

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


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

AMERICAN EXPRESS CO.

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

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


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

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


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

AT&T WIRELESS SERVICES, INC.

Ticker:       AWE            Security ID:  00209A106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Nobuharu Ono              For       For        Management
2.2   Elect  Director Carolyn M. Ticknor        For       For        Management
2.3   Elect  Director John D. Zeglis            For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Require Affirmative Vote of a Majority of Against   Abstain    Shareholder
      the Shares to Elect Directors


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

CHOICEPOINT INC.

Ticker:       CPS            Security ID:  170388102
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John B. Mccoy             For       For        Management
1.2   Elect  Director Thomas M. Coughlin        For       For        Management
1.3   Elect  Director Derek V. Smith            For       For        Management
2     Approve Deferred Compensation Plan        For       For        Management
3     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       Against    Management
3     Ratify Auditors                           For       For        Management
4     Report on Company Products Used by the    Against   Abstain    Shareholder
      Government to Monitor the Internet
5     Report on Pay Disparity                   Against   Abstain    Shareholder


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

DIRECTV GROUP, INC, THE

Ticker:       DTV            Security ID:  25459L106
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director K. Rupert Murdoch         For       For        Management
1.2   Elect  Director Neil R. Austrian          For       For        Management
1.3   Elect  Director Charles R. Lee            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

DOLLAR GENERAL CORP.

Ticker:       DG             Security ID:  256669102
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Bere             For       Withhold   Management
1.2   Elect  Director Dennis C. Bottorff        For       Withhold   Management
1.3   Elect  Director Barbara L. Bowles         For       Withhold   Management
1.4   Elect  Director James L. Clayton          For       Withhold   Management
1.5   Elect  Director Reginald D. Dickson       For       Withhold   Management
1.6   Elect  Director E. Gordon Gee             For       Withhold   Management
1.7   Elect  Director Barbara M. Knuckles       For       Withhold   Management
1.8   Elect  Director David A. Perdue           For       Withhold   Management
1.9   Elect  Director J. Neal Purcell           For       Withhold   Management
1.10  Elect  Director James D. Robbins          For       Withhold   Management
1.11  Elect  Director David M. Wilds            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  264399106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul M. Anderson          For       Withhold   Management
1.2   Elect  Director Ann M. Gray               For       Withhold   Management
1.3   Elect  Director Michael E.J. Phelps       For       Withhold   Management
1.4   Elect  Director James T. Rhodes           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

E.I. DU PONT DE NEMOURS & CO.

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alain J. P. Belda         For       Withhold   Management
1.2   Elect  Director Richard H. Brown          For       Withhold   Management
1.3   Elect  Director Curtis J. Crawford        For       Withhold   Management
1.4   Elect  Director John T. Dillon            For       Withhold   Management
1.5   Elect  Director Louisa C. Duemling        For       Withhold   Management
1.6   Elect  Director Charles O. Holliday, Jr.  For       Withhold   Management
1.7   Elect  Director Deborah C. Hopkins        For       Withhold   Management
1.8   Elect  Director Lois D. Juliber           For       Withhold   Management
1.9   Elect  Director Masahisa Naitoh           For       Withhold   Management
1.10  Elect  Director William K. Reilly         For       Withhold   Management
1.11  Elect  Director H. Rodney Sharp, III      For       Withhold   Management
1.12  Elect  Director Charles M. Vest           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Report on Executive Ties to Government    Against   Abstain    Shareholder
4     Adopt and Report on a Code of Corporate   Against   Abstain    Shareholder
      Conduct
5     Limit Executive Compensation              Against   Abstain    Shareholder


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

ELECTRONIC DATA SYSTEMS CORP.

Ticker:       EDS            Security ID:  285661104
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger A. Enrico           For       Withhold   Management
1.2   Elect  Director Ellen M. Hancock          For       Withhold   Management
1.3   Elect  Director C. Robert Kidder          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter


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

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


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

FREDDIE MAC

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

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


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

INCO LTD.

Ticker:       N.             Security ID:  453258402
Meeting Date: APR 21, 2004   Meeting Type: Annual/Special
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Bylaws Re:Declassify the Board      For       For        Management
2.1   Elect  Directors Ronald C. Cambre         For       For        Management
2.2   Elect  Directors Scott M. Hand            For       For        Management
2.3   Elect  Directors Chaviva M. Hosek         For       For        Management
2.4   Elect  Directors David P. O'Brien         For       For        Management
2.5   Elect  Directors Glen A. Barton           For       For        Management
2.6   Elect  Directors Angus A. Bruneau         For       For        Management
2.7   Elect  Directors Peter C. Jones           For       For        Management
2.8   Elect  Directors John T. Mayberry         For       For        Management
2.9   Elect  Directors Roger Phillips           For       For        Management
2.10  Elect  Directors James M. Stanford        For       For        Management
3     Approve Auditors and Authorize Board to   For       For        Management
      Fix Remuneration of Auditors
4     Other Business (Voting)                   For       For        Management


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

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       Withhold   Management
1.2   Elect  Director Charlene Barshefsky       For       Withhold   Management
1.3   Elect  Director E. John P. Browne         For       Withhold   Management
1.4   Elect  Director Andrew S. Grove           For       Withhold   Management
1.5   Elect  Director D. James Guzy             For       Withhold   Management
1.6   Elect  Director Reed E. Hundt             For       Withhold   Management
1.7   Elect  Director Paul S. Otellini          For       Withhold   Management
1.8   Elect  Director David S. Pottruck         For       Withhold   Management
1.9   Elect  Director Jane E. Shaw              For       Withhold   Management
1.10  Elect  Director John L. Thornton          For       Withhold   Management
1.11  Elect  Director David B. Yoffie           For       Withhold   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   Abstain    Shareholder
6     Performance- Based/Indexed Options        Against   Abstain    Shareholder


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

INTERNATIONAL BUSINESS MACHINES CORP.

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

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


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

INTERNATIONAL PAPER CO.

Ticker:       IP             Security ID:  460146103
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Martha F. Brooks          For       Withhold   Management
1.2   Elect  Director James A. Henderson        For       Withhold   Management
1.3   Elect  Director Robert D. Kennedy         For       Withhold   Management
1.4   Elect  Director W. Craig McClelland       For       Withhold   Management
1.5   Elect  Director Robert M. Amen            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Limit Executive Compensation              Against   Abstain    Shareholder


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

JDS UNIPHASE CORP.

Ticker:       JDSU           Security ID:  46612J101
Meeting Date: NOV 6, 2003    Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert E. Enos             For       Withhold   Management
1.2   Elect Director Peter A. Guglielmi         For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

NABORS INDUSTRIES, LTD.

Ticker:       NBR            Security ID:  G6359F103
Meeting Date: JUN 1, 2004    Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James L. Payne            For       For        Management
1.2   Elect  Director Hans W. Schmidt           For       For        Management
2     Ratify Auditors                           For       For        Management
3     SHAREHOLDER PROPOSAL TO CHANGE NABORS     Against   Against    Management
      JURISDICTION OF INCORPORATION FROM
      BERMUDA TO DELAWARE.


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

NOKIA CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE INCOME STATEMENTS AND THE 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      For        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


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

NUCOR CORP.

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

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


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

OFFICE DEPOT, INC.

Ticker:       ODP            Security ID:  676220106
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lee A. Ault III           For       Withhold   Management
1.2   Elect  Director Neil R. Austrian          For       Withhold   Management
1.3   Elect  Director David W. Bernauer         For       Withhold   Management
1.4   Elect  Director Abelardo E. Bru           For       Withhold   Management
1.5   Elect  Director David I. Fuente           For       Withhold   Management
1.6   Elect  Director Brenda J. Gaines          For       Withhold   Management
1.7   Elect  Director Myra M. Hart              For       Withhold   Management
1.8   Elect  Director W. Scott Hedrick          For       Withhold   Management
1.9   Elect  Director James L. Heskett          For       Withhold   Management
1.10  Elect  Director Patricia H. McKay         For       Withhold   Management
1.11  Elect  Director Michael J. Myers          For       Withhold   Management
1.12  Elect  Director Bruce Nelson              For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     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       Withhold   Management
1.2   Elect  Director M. Anthony Burns          For       Withhold   Management
1.3   Elect  Director Robert N. Burt            For       Withhold   Management
1.4   Elect  Director W. Don Cornwell           For       Withhold   Management
1.5   Elect  Director William H. Gray III       For       Withhold   Management
1.6   Elect  Director Constance J. Horner       For       Withhold   Management
1.7   Elect  Director William R. Howell         For       Withhold   Management
1.8   Elect  Director Stanley O. Ikenberry      For       Withhold   Management
1.9   Elect  Director George A. Lorch           For       Withhold   Management
1.10  Elect  Director Henry A. Mckinnell        For       Withhold   Management
1.11  Elect  Director Dana G. Mead              For       Withhold   Management
1.12  Elect  Director Franklin D. Raines        For       Withhold   Management
1.13  Elect  Director Ruth J. Simmons           For       Withhold   Management
1.14  Elect  Director William C. Steere, Jr.    For       Withhold   Management
1.15  Elect  Director Jean-Paul Valles          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, Against   Abstain    Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Abstain    Shareholder
6     Report on Political                       Against   Abstain    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   Abstain    Shareholder


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

QUEST DIAGNOSTICS, INCORPORATED

Ticker:       DGX            Security ID:  74834L100
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Grant          For       For        Management
1.2   Elect  Director Surya N. Mohapatra        For       For        Management
1.3   Elect  Director John C. Baldwin           For       For        Management
2     Ratify Auditors                           For       For        Management


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

ROYAL CARIBBEAN CRUISES  LTD.

Ticker:       RCL            Security ID:  V7780T103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tor B. Arneberg           For       For        Management
1.2   Elect  Director William L. Kimsey         For       For        Management
1.3   Elect  Director Gert W. Munthe            For       For        Management
1.4   Elect  Director Thomas J. Pritzker        For       For        Management
2     APPROVAL OF THE AMENDED AND RESTATED 2000 For       For        Management
      STOCK AWARD PLAN.
3     RATIFICATION OF APPOINTMENT OF            For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
      S INDEPENDENT ACCOUNTANTS FOR 2004.


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

SANOFI-SYNTHELABO (FORMERLY SANOFI)

Ticker:                      Security ID:  80105N105
Meeting Date: JUN 23, 2004   Meeting Type: Written Consent
Record Date:  JUN 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     REAPPOINTMENT OF JEAN-FRANCOIS DEHECQ AS  For       For        Management
      A MEMBER OF THE BOARD OF DIRECTORS
2     REAPPOINTMENT OF RENE BARBIER DE LA SERRE For       For        Management
      AS A MEMBER OF THE BOARD OF DIRECTORS
3     REAPPOINTMENT OF ROBERT CASTAIGNE AS A    For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS
4     REAPPOINTMENT OF THIERRY DESMAREST AS A   For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS
5     REAPPOINTMENT OF LINDSEY OWEN-JONES AS A  For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS
6     REAPPOINTMENT OF BRUNO WEYMULLER AS A     For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS
7     CONFIRMATION OF APPOINTMENT OF LORD DOURO For       For        Management
      AS A MEMBER OF THE BOARD OF DIRECTORS
8     CONFIRMATION OF APPOINTMENT OF GERARD VAN For       For        Management
      KEMMEL AS A MEMBER OF THE BOARD OF
      DIRECTORS
9     APPOINTMENT OF CHRISTIAN MULLIEZ AS A     For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS
10    APPOINTMENT OF JEAN-MARC BRUEL AS A       For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS SUBJECT
      TO CONDITION PRECEDENT
11    APPOINTMENT OF JURGEN DORMANN AS A MEMBER For       For        Management
      OF THE BOARD OF DIRECTORS SUBJECT TO
      CONDITION PRECEDENT
12    APPOINTMENT OF JEAN-RENE FOURTOU AS A     For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS SUBJECT
      TO CONDITION PRECEDENT
13    APPOINTMENT OF SERGE KAMPF AS A MEMBER OF For       For        Management
      THE BOARD OF DIRECTORS SUBJECT TO
      CONDITION PRECEDENT
14    APPOINTMENT OF IGOR LANDAU AS A MEMBER OF For       For        Management
      THE BOARD OF DIRECTORS SUBJECT TO
      CONDITION PRECEDENT
15    APPOINTMENT OF HUBERT MARKL AS A MEMBER   For       For        Management
      OF THE BOARD OF DIRECTORS SUBJECT TO
      CONDITION PRECEDENT
16    APPOINTMENT OF KLAUS POHLE AS A MEMBER OF For       For        Management
      THE BOARD OF DIRECTORS SUBJECT TO
      CONDITION PRECEDENT
17    APPOINTMENT OF HERMANN SCHOLL AS A MEMBER For       For        Management
      OF THE BOARD OF DIRECTORS SUBJECT TO
      CONDITION PRECEDENT
18    FORMAL NOTE OF THE EXPIRY OF THE TERMS OF For       For        Management
      OFFICE OF FIVE MEMBERS OF THE BOARD OF
      DIRECTORS
19    AMOUNT OF DIRECTORS  ATTENDANCE FEES      For       For        Management
20    POWERS FOR THE ACCOMPLISHMENT OF          For       For        Management
      FORMALITIES


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

SANOFI-SYNTHELABO (FORMERLY SANOFI)

Ticker:                      Security ID:  80105N105
Meeting Date: JUN 23, 2004   Meeting Type: Annual/Special
Record Date:  MAY 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     COMPANY FINANCIAL STATEMENTS              For       For        Management
2     CONSOLIDATED FINANCIAL STATEMENTS         For       For        Management
3     APPROPRIATION OF PROFITS; DECLARATION OF  For       For        Management
      DIVIDEND
4     APPROVAL OF TRANSACTIONS COVERED BY THE   For       For        Management
      STATUTORY AUDITORS SPECIAL REPORT
5     AUTHORIZATION TO THE BOARD OF DIRECTORS   For       For        Management
      TO PURCHASE, HOLD AND TRANSFER THE
      COMPANY S OWN SHARES.
6     AUTHORIZATION TO ISSUE BONDS              For       For        Management
7     INCREASE THE SHARE CAPITAL BY ISSUANCE,   For       For        Management
      WITH PREEMPTIVE RIGHTS MAINTAINED
8     INCREASE THE SHARE CAPITAL BY ISSUANCE,   For       Against    Management
      WITHOUT PREEMPTIVE RIGHTS
9     INCREASE THE SHARE CAPITAL BY ISSUANCE OF For       Against    Management
      SHARES AND/OR OTHER SECURITIES IN THE
      EVENT OF PUBLIC OFFERS FOR THE COMPANY S
      SECURITIES
10    INCREASE THE SHARE CAPITAL BY             For       For        Management
      INCORPORATION OF SHARE PREMIUM, RESERVES,
      PROFITS OR OTHER ITEMS
11    INCREASE THE SHARE CAPITAL BY ISSUANCE OF For       For        Management
      SHARES RESERVED FOR EMPLOYEES WITH WAIVER
      OF PREEMPTIVE RIGHTS IN THEIR FAVOR
12    TO GRANT OPTIONS TO SUBSCRIBE FOR OR      For       Against    Management
      PURCHASE SHARES
13    REDUCE THE SHARE CAPITAL BY CANCELLATION  For       For        Management
      OF TREASURY SHARES
14    AN INCREASE IN THE SHARE CAPITAL BY       For       For        Management
      ISSUANCE, WITHOUT PREEMPTIVE RIGHTS, OF
      NEW SHARES ALLOTTED TO AVENTIS
      SHAREHOLDERS
15    CHANGE OF COMPANY NAME                    For       For        Management
16    CHANGE IN THE TERM OF OFFICE OF BOARD     For       For        Management
      MEMBERS
17    AMENDMENT OF ARTICLE 12 PARAGRAPH 5 OF    For       For        Management
      THE BYLAWS


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

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.


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

UNUMPROVIDENT CORPORATION

Ticker:       UNM            Security ID:  91529Y106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald E. Goldsberry      For       Withhold   Management
1.2   Elect  Director Hugh O. Maclellan, Jr.    For       Withhold   Management
1.3   Elect  Director C. William Pollard        For       Withhold   Management
1.4   Elect  Director John W. Rowe              For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors
6     Establish Other Board Committee           Against   For        Shareholder


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Breyer           For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Thomas M. Coughlin        For       For        Management
1.4   Elect  Director David D. Glass            For       For        Management
1.5   Elect  Director Roland A. Hernandez       For       For        Management
1.6   Elect  Director Dawn G. Lepore            For       For        Management
1.7   Elect  Director John D. Opie              For       For        Management
1.8   Elect  Director J. Paul Reason            For       For        Management
1.9   Elect  Director H. Lee Scott, Jr.         For       For        Management
1.10  Elect  Director Jack C. Shewmaker         For       For        Management
1.11  Elect  Director Jose H. Villarreal        For       For        Management
1.12  Elect  Director John T. Walton            For       For        Management
1.13  Elect  Director S. Robson Walton          For       For        Management
1.14  Elect  Director Christopher J. Williams   For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Prepare Sustainability Report             Against   Abstain    Shareholder
8     Report on Stock Option Distribution by    Against   Abstain    Shareholder
      Race and Gender
9     Report on Genetically Modified Organisms  Against   Abstain    Shareholder
      (GMO)
10    Prepare Diversity Report                  Against   Abstain    Shareholder
11    Submit Executive Compensation to Vote     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




=================== OPPENHEIMER QUEST OPPORTUNITY VALUE FUND ===================


AFLAC INCORPORATED

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel P. Amos            For       For        Management
1.2   Elect  Director John Shelby Amos II       For       For        Management
1.3   Elect  Director Michael H. Armacost       For       Withhold   Management
1.4   Elect  Director Kriss Cloninger III       For       For        Management
1.5   Elect  Director Joe Frank Harris          For       For        Management
1.6   Elect  Director Elizabeth J. Hudson       For       For        Management
1.7   Elect  Director Kenneth S. Janke, Sr.     For       For        Management
1.8   Elect  Director Douglas W. Johnson        For       For        Management
1.9   Elect  Director Robert B. Johnson         For       For        Management
1.10  Elect  Director Charles B. Knapp          For       For        Management
1.11  Elect  Director Hidefumi Matsui           For       For        Management
1.12  Elect  Director Nobuhiro Mori             For       For        Management
1.13  Elect  Director E. Stephen Purdom, M.D.   For       For        Management
1.14  Elect  Director Barbara K. Rimer, Ph.D.   For       For        Management
1.15  Elect  Director Marvin R. Schuster        For       For        Management
1.16  Elect  Director Glenn Vaughn, Jr.         For       For        Management
1.17  Elect  Director Robert L. Wright          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

AGERE SYSTEMS INC

Ticker:       AGR.A          Security ID:  00845V100
Meeting Date: FEB 19, 2004   Meeting Type: Annual
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard L. Clemmer        For       For        Management
1.2   Elect  Director John T. Dickson           For       For        Management


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

ALCAN INC.

Ticker:       AL.            Security ID:  013716105
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director R. Berger                 For       Withhold   Management
1.2   Elect  Director L.D. Desautels            For       For        Management
1.3   Elect  Director T. Engen                  For       For        Management
1.4   Elect  Director L.Y. Fortier              For       For        Management
1.5   Elect  Director J.P. Jacamon              For       For        Management
1.6   Elect  Director W.R. Loomis               For       For        Management
1.7   Elect  Director Y. Mansion                For       For        Management
1.8   Elect  Director C. Morin-Postel           For       For        Management
1.9   Elect  Director J.E. Newall               For       For        Management
1.10  Elect  Director G. Saint-Pierre           For       For        Management
1.11  Elect  Director G. Schulmeyer             For       For        Management
1.12  Elect  Director P.M. Tellier              For       For        Management
1.13  Elect  Director M.K. Wong                 For       For        Management
2     Approve Auditors and Authorize Board to   For       For        Management
      Fix Remuneration of Auditors


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

ALLTEL CORP.

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

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


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

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


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

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


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

BP PLC  (FORM. BP AMOCO PLC )

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

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


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

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.


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

CHARLES SCHWAB CORP., THE

Ticker:       SCH            Security ID:  808513105
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald G. Fisher          For       Withhold   Management
1.2   Elect  Director Paula A. Sneed            For       Withhold   Management
1.3   Elect  Director David B. Yoffie           For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management


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

CHOICEPOINT INC.

Ticker:       CPS            Security ID:  170388102
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John B. Mccoy             For       For        Management
1.2   Elect  Director Thomas M. Coughlin        For       For        Management
1.3   Elect  Director Derek V. Smith            For       For        Management
2     Approve Deferred Compensation Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

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


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

CONOCOPHILLIPS

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

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


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

DEAN FOODS COMPANY

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

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


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

DOLLAR GENERAL CORP.

Ticker:       DG             Security ID:  256669102
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Bere             For       Withhold   Management
1.2   Elect  Director Dennis C. Bottorff        For       Withhold   Management
1.3   Elect  Director Barbara L. Bowles         For       Withhold   Management
1.4   Elect  Director James L. Clayton          For       Withhold   Management
1.5   Elect  Director Reginald D. Dickson       For       Withhold   Management
1.6   Elect  Director E. Gordon Gee             For       Withhold   Management
1.7   Elect  Director Barbara M. Knuckles       For       Withhold   Management
1.8   Elect  Director David A. Perdue           For       Withhold   Management
1.9   Elect  Director J. Neal Purcell           For       Withhold   Management
1.10  Elect  Director James D. Robbins          For       Withhold   Management
1.11  Elect  Director David M. Wilds            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

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       Withhold   Management
1.6   Elect  Director Steven R. Goodbarn        For       Withhold   Management
1.7   Elect  Director David K. Moskowitz        For       Withhold   Management
1.8   Elect  Director C. Michael Schroeder      For       Withhold   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       Withhold   Management
1.2   Elect  Director Michael C. Ruettgers      For       Withhold   Management
1.3   Elect  Director David N. Strohm           For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       Against    Management
4     Ratify Auditors                           For       For        Management
5     Limit Executive Compensation              Against   Abstain    Shareholder


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

EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas DeBenedictis     For       For        Management
1.2   Elect  Director G. Fred Dibona, Jr.       For       For        Management
1.3   Elect  Director Sue L. Gin                For       For        Management
1.4   Elect  Director Edgar D. Jannotta         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

EXXON MOBIL CORP.

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

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


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

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


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

FREDDIE MAC

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

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


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

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


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

HONDA MOTOR CO. LTD.

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

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


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

INCO LTD.

Ticker:       N.             Security ID:  453258402
Meeting Date: APR 21, 2004   Meeting Type: Annual/Special
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Bylaws Re:Declassify the Board      For       For        Management
2.1   Elect  Directors Ronald C. Cambre         For       For        Management
2.2   Elect  Directors Scott M. Hand            For       For        Management
2.3   Elect  Directors Chaviva M. Hosek         For       For        Management
2.4   Elect  Directors David P. O'Brien         For       For        Management
2.5   Elect  Directors Glen A. Barton           For       For        Management
2.6   Elect  Directors Angus A. Bruneau         For       For        Management
2.7   Elect  Directors Peter C. Jones           For       For        Management
2.8   Elect  Directors John T. Mayberry         For       For        Management
2.9   Elect  Directors Roger Phillips           For       For        Management
2.10  Elect  Directors James M. Stanford        For       For        Management
3     Approve Auditors and Authorize Board to   For       For        Management
      Fix Remuneration of Auditors
4     Other Business (Voting)                   For       For        Management


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

INTERNATIONAL BUSINESS MACHINES CORP.

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

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


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

INTERNATIONAL PAPER CO.

Ticker:       IP             Security ID:  460146103
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Martha F. Brooks          For       Withhold   Management
1.2   Elect  Director James A. Henderson        For       Withhold   Management
1.3   Elect  Director Robert D. Kennedy         For       Withhold   Management
1.4   Elect  Director W. Craig McClelland       For       Withhold   Management
1.5   Elect  Director Robert M. Amen            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Limit Executive Compensation              Against   Abstain    Shareholder


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

JDS UNIPHASE CORP.

Ticker:       JDSU           Security ID:  46612J101
Meeting Date: NOV 6, 2003    Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert E. Enos             For       Withhold   Management
1.2   Elect Director Peter A. Guglielmi         For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gerard N. Burrow          For       Withhold   Management
1.2   Elect  Director Mary S. Coleman           For       Withhold   Management
1.3   Elect  Director James G. Cullen           For       Withhold   Management
1.4   Elect  Director Robert J. Darretta        For       Withhold   Management
1.5   Elect  Director M. Judah Folkman          For       Withhold   Management
1.6   Elect  Director Ann D. Jordan             For       Withhold   Management
1.7   Elect  Director Arnold G. Langbo          For       Withhold   Management
1.8   Elect  Director Susan L. Lindquist        For       Withhold   Management
1.9   Elect  Director Leo F. Mullin             For       Withhold   Management
1.10  Elect  Director Steven S Reinemund        For       Withhold   Management
1.11  Elect  Director David Satcher             For       Withhold   Management
1.12  Elect  Director Henry B. Schacht          For       Withhold   Management
1.13  Elect  Director William C. Weldon         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Cease Charitable Contributions            Against   Abstain    Shareholder


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

LIBERTY MEDIA CORP.

Ticker:       L              Security ID:  530718105
Meeting Date: JUN 9, 2004    Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert R. Bennett         For       For        Management
1.2   Elect  Director Paul A. Gould             For       For        Management
1.3   Elect  Director John C. Malone            For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

MARRIOTT INTERNATIONAL INC. (NEW)

Ticker:       MAR            Security ID:  571903202
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lawrence W. Kellner       For       For        Management
1.2   Elect  Director John W. Marriott III      For       For        Management
1.3   Elect  Director Harry J. Pearce           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder


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

MARSH & MCLENNAN COMPANIES, INC.

Ticker:       MMC            Security ID:  571748102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lewis W. Bernard          For       For        Management
1.2   Elect  Director Mathis Cabiallavetta      For       For        Management
1.3   Elect  Director Zachary W. Carter         For       For        Management
1.4   Elect  Director Robert F. Erburu          For       For        Management
1.5   Elect  Director Oscar Fanjul              For       For        Management
1.6   Elect  Director Ray J. Groves             For       For        Management
2     Ratify Auditors                           For       For        Management


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

MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eugene P. Beard           For       Withhold   Management
1.2   Elect  Director Michael J. Dolan          For       Withhold   Management
1.3   Elect  Director Robert A. Eckert          For       Withhold   Management
1.4   Elect  Director Tully M. Friedman         For       Withhold   Management
1.5   Elect  Director Ronald M. Loeb            For       Withhold   Management
1.6   Elect  Director Andrea L. Rich            For       Withhold   Management
1.7   Elect  Director Ronald L. Sargent         For       Withhold   Management
1.8   Elect  Director Christopher A. Sinclair   For       Withhold   Management
1.9   Elect  Director G. Craig Sullivan         For       Withhold   Management
1.10  Elect  Director John L. Vogelstein        For       Withhold   Management
1.11  Elect  Director Kathy Brittain White      For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Limit Awards to Executives                Against   Against    Shareholder
4     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services


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

MEADWESTVACO CORP.

Ticker:       MWV            Security ID:  583334107
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

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


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

NABORS INDUSTRIES, LTD.

Ticker:       NBR            Security ID:  G6359F103
Meeting Date: JUN 1, 2004    Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James L. Payne            For       For        Management
1.2   Elect  Director Hans W. Schmidt           For       For        Management
2     Ratify Auditors                           For       For        Management
3     SHAREHOLDER PROPOSAL TO CHANGE NABORS     Against   Against    Management
      JURISDICTION OF INCORPORATION FROM
      BERMUDA TO DELAWARE.


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

NOKIA CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE INCOME STATEMENTS AND THE 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      For        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


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

NUCOR CORP.

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

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


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

OFFICE DEPOT, INC.

Ticker:       ODP            Security ID:  676220106
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lee A. Ault III           For       Withhold   Management
1.2   Elect  Director Neil R. Austrian          For       Withhold   Management
1.3   Elect  Director David W. Bernauer         For       Withhold   Management
1.4   Elect  Director Abelardo E. Bru           For       Withhold   Management
1.5   Elect  Director David I. Fuente           For       Withhold   Management
1.6   Elect  Director Brenda J. Gaines          For       Withhold   Management
1.7   Elect  Director Myra M. Hart              For       Withhold   Management
1.8   Elect  Director W. Scott Hedrick          For       Withhold   Management
1.9   Elect  Director James L. Heskett          For       Withhold   Management
1.10  Elect  Director Patricia H. McKay         For       Withhold   Management
1.11  Elect  Director Michael J. Myers          For       Withhold   Management
1.12  Elect  Director Bruce Nelson              For       Withhold   Management
2     Amend 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


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

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       Withhold   Management
1.2   Elect  Director M. Anthony Burns          For       Withhold   Management
1.3   Elect  Director Robert N. Burt            For       Withhold   Management
1.4   Elect  Director W. Don Cornwell           For       Withhold   Management
1.5   Elect  Director William H. Gray III       For       Withhold   Management
1.6   Elect  Director Constance J. Horner       For       Withhold   Management
1.7   Elect  Director William R. Howell         For       Withhold   Management
1.8   Elect  Director Stanley O. Ikenberry      For       Withhold   Management
1.9   Elect  Director George A. Lorch           For       Withhold   Management
1.10  Elect  Director Henry A. Mckinnell        For       Withhold   Management
1.11  Elect  Director Dana G. Mead              For       Withhold   Management
1.12  Elect  Director Franklin D. Raines        For       Withhold   Management
1.13  Elect  Director Ruth J. Simmons           For       Withhold   Management
1.14  Elect  Director William C. Steere, Jr.    For       Withhold   Management
1.15  Elect  Director Jean-Paul Valles          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, Against   Abstain    Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Abstain    Shareholder
6     Report on Political                       Against   Abstain    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   Abstain    Shareholder


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

QUEST DIAGNOSTICS, INCORPORATED

Ticker:       DGX            Security ID:  74834L100
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Grant          For       For        Management
1.2   Elect  Director Surya N. Mohapatra        For       For        Management
1.3   Elect  Director John C. Baldwin           For       For        Management
2     Ratify Auditors                           For       For        Management


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

SANOFI-SYNTHELABO (FORMERLY SANOFI)

Ticker:                      Security ID:  80105N105
Meeting Date: JUN 23, 2004   Meeting Type: Written Consent
Record Date:  JUN 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     REAPPOINTMENT OF JEAN-FRANCOIS DEHECQ AS  For       For        Management
      A MEMBER OF THE BOARD OF DIRECTORS
2     REAPPOINTMENT OF RENE BARBIER DE LA SERRE For       For        Management
      AS A MEMBER OF THE BOARD OF DIRECTORS
3     REAPPOINTMENT OF ROBERT CASTAIGNE AS A    For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS
4     REAPPOINTMENT OF THIERRY DESMAREST AS A   For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS
5     REAPPOINTMENT OF LINDSEY OWEN-JONES AS A  For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS
6     REAPPOINTMENT OF BRUNO WEYMULLER AS A     For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS
7     CONFIRMATION OF APPOINTMENT OF LORD DOURO For       For        Management
      AS A MEMBER OF THE BOARD OF DIRECTORS
8     CONFIRMATION OF APPOINTMENT OF GERARD VAN For       For        Management
      KEMMEL AS A MEMBER OF THE BOARD OF
      DIRECTORS
9     APPOINTMENT OF CHRISTIAN MULLIEZ AS A     For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS
10    APPOINTMENT OF JEAN-MARC BRUEL AS A       For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS SUBJECT
      TO CONDITION PRECEDENT
11    APPOINTMENT OF JURGEN DORMANN AS A MEMBER For       For        Management
      OF THE BOARD OF DIRECTORS SUBJECT TO
      CONDITION PRECEDENT
12    APPOINTMENT OF JEAN-RENE FOURTOU AS A     For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS SUBJECT
      TO CONDITION PRECEDENT
13    APPOINTMENT OF SERGE KAMPF AS A MEMBER OF For       For        Management
      THE BOARD OF DIRECTORS SUBJECT TO
      CONDITION PRECEDENT
14    APPOINTMENT OF IGOR LANDAU AS A MEMBER OF For       For        Management
      THE BOARD OF DIRECTORS SUBJECT TO
      CONDITION PRECEDENT
15    APPOINTMENT OF HUBERT MARKL AS A MEMBER   For       For        Management
      OF THE BOARD OF DIRECTORS SUBJECT TO
      CONDITION PRECEDENT
16    APPOINTMENT OF KLAUS POHLE AS A MEMBER OF For       For        Management
      THE BOARD OF DIRECTORS SUBJECT TO
      CONDITION PRECEDENT
17    APPOINTMENT OF HERMANN SCHOLL AS A MEMBER For       For        Management
      OF THE BOARD OF DIRECTORS SUBJECT TO
      CONDITION PRECEDENT
18    FORMAL NOTE OF THE EXPIRY OF THE TERMS OF For       For        Management
      OFFICE OF FIVE MEMBERS OF THE BOARD OF
      DIRECTORS
19    AMOUNT OF DIRECTORS  ATTENDANCE FEES      For       For        Management
20    POWERS FOR THE ACCOMPLISHMENT OF          For       For        Management
      FORMALITIES


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

SANOFI-SYNTHELABO (FORMERLY SANOFI)

Ticker:                      Security ID:  80105N105
Meeting Date: JUN 23, 2004   Meeting Type: Annual/Special
Record Date:  MAY 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     COMPANY FINANCIAL STATEMENTS              For       For        Management
2     CONSOLIDATED FINANCIAL STATEMENTS         For       For        Management
3     APPROPRIATION OF PROFITS; DECLARATION OF  For       For        Management
      DIVIDEND
4     APPROVAL OF TRANSACTIONS COVERED BY THE   For       For        Management
      STATUTORY AUDITORS SPECIAL REPORT
5     AUTHORIZATION TO THE BOARD OF DIRECTORS   For       For        Management
      TO PURCHASE, HOLD AND TRANSFER THE
      COMPANY S OWN SHARES.
6     AUTHORIZATION TO ISSUE BONDS              For       For        Management
7     INCREASE THE SHARE CAPITAL BY ISSUANCE,   For       For        Management
      WITH PREEMPTIVE RIGHTS MAINTAINED
8     INCREASE THE SHARE CAPITAL BY ISSUANCE,   For       Against    Management
      WITHOUT PREEMPTIVE RIGHTS
9     INCREASE THE SHARE CAPITAL BY ISSUANCE OF For       Against    Management
      SHARES AND/OR OTHER SECURITIES IN THE
      EVENT OF PUBLIC OFFERS FOR THE COMPANY S
      SECURITIES
10    INCREASE THE SHARE CAPITAL BY             For       For        Management
      INCORPORATION OF SHARE PREMIUM, RESERVES,
      PROFITS OR OTHER ITEMS
11    INCREASE THE SHARE CAPITAL BY ISSUANCE OF For       For        Management
      SHARES RESERVED FOR EMPLOYEES WITH WAIVER
      OF PREEMPTIVE RIGHTS IN THEIR FAVOR
12    TO GRANT OPTIONS TO SUBSCRIBE FOR OR      For       Against    Management
      PURCHASE SHARES
13    REDUCE THE SHARE CAPITAL BY CANCELLATION  For       For        Management
      OF TREASURY SHARES
14    AN INCREASE IN THE SHARE CAPITAL BY       For       For        Management
      ISSUANCE, WITHOUT PREEMPTIVE RIGHTS, OF
      NEW SHARES ALLOTTED TO AVENTIS
      SHAREHOLDERS
15    CHANGE OF COMPANY NAME                    For       For        Management
16    CHANGE IN THE TERM OF OFFICE OF BOARD     For       For        Management
      MEMBERS
17    AMENDMENT OF ARTICLE 12 PARAGRAPH 5 OF    For       For        Management
      THE BYLAWS


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

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   Abstain    Shareholder
4     Report on Pay Disparity                   Against   Against    Shareholder


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

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.


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

UNION PACIFIC CORP.

Ticker:       UNP            Security ID:  907818108
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director P.F. Anschutz             For       For        Management
1.2   Elect  Director R.K. Davidson             For       For        Management
1.3   Elect  Director T.J. Donohue              For       For        Management
1.4   Elect  Director A.W. Dunham               For       For        Management
1.5   Elect  Director S.F. Eccles               For       For        Management
1.6   Elect  Director I.J. Evans                For       For        Management
1.7   Elect  Director J.R. Hope                 For       For        Management
1.8   Elect  Director M.W. Mcconnell            For       For        Management
1.9   Elect  Director S.R. Rogel                For       For        Management
1.10  Elect  Director E. Zedillo                For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Report on Political                       Against   Abstain    Shareholder
      Contributions/Activities


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Breyer           For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Thomas M. Coughlin        For       For        Management
1.4   Elect  Director David D. Glass            For       For        Management
1.5   Elect  Director Roland A. Hernandez       For       For        Management
1.6   Elect  Director Dawn G. Lepore            For       For        Management
1.7   Elect  Director John D. Opie              For       For        Management
1.8   Elect  Director J. Paul Reason            For       For        Management
1.9   Elect  Director H. Lee Scott, Jr.         For       For        Management
1.10  Elect  Director Jack C. Shewmaker         For       For        Management
1.11  Elect  Director Jose H. Villarreal        For       For        Management
1.12  Elect  Director John T. Walton            For       For        Management
1.13  Elect  Director S. Robson Walton          For       For        Management
1.14  Elect  Director Christopher J. Williams   For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Prepare Sustainability Report             Against   Abstain    Shareholder
8     Report on Stock Option Distribution by    Against   Abstain    Shareholder
      Race and Gender
9     Report on Genetically Modified Organisms  Against   Abstain    Shareholder
      (GMO)
10    Prepare Diversity Report                  Against   Abstain    Shareholder
11    Submit Executive Compensation to Vote     Against   Against    Shareholder


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

WASTE MANAGEMENT, INC.

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

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


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

WELLS FARGO & COMPANY

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

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


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

WYETH

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

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


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

XL CAPITAL LTD (FORMERLY EXEL LTD. )

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John Loudon               For       For        Management
1.2   Elect  Director Robert S. Parker          For       For        Management
1.3   Elect  Director Alan Z. Senter            For       For        Management
2     Ratify Auditors                           For       For        Management




======================= OPPENHEIMER SMALL CAP VALUE FUND =======================


ACTIVISION, INC.

Ticker:       ATVI           Security ID:  004930202
Meeting Date: DEC 29, 2003   Meeting Type: Special
Record Date:  DEC 1, 2003

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


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

ACTUANT CORP

Ticker:       ATU            Security ID:  00508X203
Meeting Date: JAN 9, 2004    Meeting Type: Annual
Record Date:  NOV 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert C. Arzbaecher       For       For        Management
1.2   Elect Director Gustav H.P. Boel           For       For        Management
1.3   Elect Director Bruce S. Chelberg          For       For        Management
1.4   Elect Director H. Richard Crowther        For       For        Management
1.5   Elect Director Thomas J. Fischer          For       For        Management
1.6   Elect Director William K. Hall            For       For        Management
1.7   Elect Director Kathleen J. Hempel         For       For        Management
1.8   Elect Director Robert A. Peterson         For       For        Management
1.9   Elect Director William P. Sovey           For       For        Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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

ADC TELECOMMUNICATIONS, INC.

Ticker:       ADCT           Security ID:  000886101
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert Annunziata         For       Withhold   Management
1.2   Elect  Director John J. Boyle III         For       Withhold   Management
1.3   Elect  Director Larry W. Wangberg         For       Withhold   Management
1.4   Elect  Director Robert E. Switz           For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management


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

AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard Darman            For       Withhold   Management
1.2   Elect  Director Alice F. Emerson          For       Withhold   Management
1.3   Elect  Director Paul T. Hanrahan          For       Withhold   Management
1.4   Elect  Director Kristina M. Johnson       For       Withhold   Management
1.5   Elect  Director John A. Koskinen          For       Withhold   Management
1.6   Elect  Director Philip Lader              For       Withhold   Management
1.7   Elect  Director John H. McArthur          For       Withhold   Management
1.8   Elect  Director Sandra O. Moose           For       Withhold   Management
1.9   Elect  Director Philip A. Odeen           For       Withhold   Management
1.10  Elect  Director Charles O. Rossotti       For       Withhold   Management
1.11  Elect  Director Sven Sandstrom            For       Withhold   Management
1.12  Elect  Director Roger W. Sant             For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

AFC ENTERPRISES, INC.

Ticker:       AFCE           Security ID:  00104Q107
Meeting Date: FEB 12, 2004   Meeting Type: Annual
Record Date:  JAN 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Victor Arias, Jr.          For       Withhold   Management
1.2   Elect Director Frank J. Belatti           For       Withhold   Management
1.3   Elect Director Carolyn Hogan Byrd         For       Withhold   Management
1.4   Elect Director Dick R. Holbrook           For       Withhold   Management
1.5   Elect Director R. William Ide, III        For       Withhold   Management
1.6   Elect Director Kelvin J. Pennington       For       Withhold   Management
1.7   Elect Director John M. Roth               For       Withhold   Management
1.8   Elect Director Ronald P. Spogli           For       Withhold   Management
1.9   Elect Director Peter Starrett             For       Withhold   Management


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

AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William J. Nutt           For       For        Management
1.2   Elect  Director Sean M. Healey            For       For        Management
1.3   Elect  Director Richard E. Floor          For       For        Management
1.4   Elect  Director Stephen J. Lockwood       For       For        Management
1.5   Elect  Director Harold J. Meyerman        For       For        Management
1.6   Elect  Director Robert C. Puff, Jr.       For       For        Management
1.7   Elect  Director Dr. Rita M. Rodriguez     For       For        Management


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

AFFORDABLE RESIDENTIAL COMMUNITIES, INC.

Ticker:       ARC            Security ID:  008273104
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott D. Jackson          For       For        Management
1.2   Elect  Director John G. Sprengle          For       For        Management
1.3   Elect  Director Todd M. Abbrecht          For       For        Management
1.4   Elect  Director James L. Clayton          For       For        Management
1.5   Elect  Director J. Markham Green          For       For        Management
1.6   Elect  Director Michael Greene            For       For        Management
1.7   Elect  Director Thomas M. Hagerty         For       For        Management
1.8   Elect  Director Randall A. Hack           For       For        Management
1.9   Elect  Director Eugene Mercy, Jr.         For       For        Management
1.10  Elect  Director Charles J. Santos-Buch    For       For        Management
1.11  Elect  Director Scott A. Schoen           For       For        Management
2     Ratify Auditors                           For       For        Management


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

ALBANY INTERNATIONAL CORP.

Ticker:       AIN            Security ID:  012348108
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank R. Schmeler         For       For        Management
1.2   Elect  Director Thomas R. Beecher, Jr.    For       Withhold   Management
1.3   Elect  Director Francis L. McKone         For       For        Management
1.4   Elect  Director Barbara P. Wright         For       For        Management
1.5   Elect  Director Joseph G. Morone          For       For        Management
1.6   Elect  Director Christine L. Standish     For       Withhold   Management
1.7   Elect  Director Erland E. Kailbourne      For       For        Management
1.8   Elect  Director John C. Standish          For       Withhold   Management
1.9   Elect  Director Hugh J. Murphy            For       For        Management
2     Approve Outside Director Stock Awards in  For       For        Management
      Lieu of Cash


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

AMC ENTERTAINMENT, INC.

Ticker:       AEN            Security ID:  001669100
Meeting Date: SEP 18, 2003   Meeting Type: Annual
Record Date:  AUG 11, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter C. Brown             For       Withhold   Management
1.2   Elect Director Charles J. Egan, Jr.       For       Withhold   Management
1.3   Elect Director Charles S. Sosland         For       Withhold   Management
1.4   Elect Director Paul E. Vardeman           For       Withhold   Management
1.5   Elect Director Michael N. Garin           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

AMETEK, INC.

Ticker:       AME            Security ID:  031100100
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lewis G. Cole             For       For        Management
1.2   Elect  Director Charles D. Klein          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

AMR CORP.

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

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


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

AVOCENT CORPORATION

Ticker:       AVCT           Security ID:  053893103
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William H. McAleer        For       For        Management
1.2   Elect  Director David P. Vieau            For       For        Management
1.3   Elect  Director Doyle C. Weeks            For       For        Management
2     Ratify Auditors                           For       For        Management


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

BANK MUTUAL CORPORATION

Ticker:       BKMU           Security ID:  063750103
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael T. Crowley, Sr.   For       For        Management
1.2   Elect  Director Raymond W. Dwyer, Jr.     For       For        Management
1.3   Elect  Director J. Gus Swoboda            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

BANKATLANTIC BANCORP, INC.

Ticker:       BBX            Security ID:  065908501
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven M. Coldren         For       For        Management
1.2   Elect  Director Mary E. Ginestra          For       For        Management
1.3   Elect  Director Willis N. Holcombe        For       For        Management
1.4   Elect  Director Jarett S. Levan           For       For        Management
2     Approve Restricted Stock Plan             For       For        Management


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

BEARINGPOINT, INC.

Ticker:       BE             Security ID:  074002106
Meeting Date: NOV 4, 2003    Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Randolph C. Blazer         For       For        Management
1.2   Elect Director Roderick C. McGeary        For       For        Management
1.3   Elect Director Alice M. Rivlin            For       For        Management


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

BIO-RAD LABORATORIES, INC.

Ticker:       BIO            Security ID:  090572207
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert J. Hillman         For       Withhold   Management
1.2   Elect  Director Philip L. Padou           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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

BISYS GROUP, INC., THE

Ticker:       BSG            Security ID:  055472104
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  SEP 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lynn J. Mangum             For       For        Management
1.2   Elect Director Denis A. Bovin             For       For        Management
1.3   Elect Director Robert J. Casale           For       For        Management
1.4   Elect Director Thomas A. Cooper           For       For        Management
1.5   Elect Director Paula G. McInerney         For       For        Management
1.6   Elect Director Thomas E. McInerney        For       For        Management
1.7   Elect Director Joseph J. Melone           For       For        Management
1.8   Elect Director Dennis R. Sheehan          For       For        Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

BOISE CASCADE CORP.

Ticker:       BCC            Security ID:  097383103
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Claire S. Farley          For       Withhold   Management
1.2   Elect  Director Rakesh Gangwal            For       Withhold   Management
1.3   Elect  Director Gary G. Michael           For       Withhold   Management
1.4   Elect  Director A. William Reynolds       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

BOWATER INC.

Ticker:       BOW            Security ID:  102183100
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arnold M. Nemirow         For       Withhold   Management
1.2   Elect  Director Arthur R. Sawchuk         For       Withhold   Management
1.3   Elect  Director Gordon D. Giffin          For       Withhold   Management
1.4   Elect  Director Douglas A. Pertz          For       Withhold   Management


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

BROOKS AUTOMATION, INC.

Ticker:       BRKS           Security ID:  114340102
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert J. Therrien        For       Withhold   Management
1.2   Elect  Director Roger D. Emerick          For       Withhold   Management
1.3   Elect  Director Amin J. Khoury            For       Withhold   Management
1.4   Elect  Director Joseph R. Martin          For       Withhold   Management
1.5   Elect  Director Edward C. Grady           For       Withhold   Management
1.6   Elect  Director A. Clinton Allen          For       Withhold   Management
1.7   Elect  Director John K. McGillicuddy      For       Withhold   Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


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

CAPITAL SENIOR LIVING CORP.

Ticker:       CSU            Security ID:  140475104
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James A. Moore            For       Withhold   Management
1.2   Elect  Director Victor W. Nee             For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Other Business                            For       Against    Management


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

CARMIKE CINEMAS, INC.

Ticker:       CKEC           Security ID:  143436400
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael W. Patrick        For       Withhold   Management
1.2   Elect  Director Elizabeth C. Fascitelli   For       Withhold   Management
1.3   Elect  Director Richard A. Friedman       For       Withhold   Management
1.4   Elect  Director Alan J. Hirschfield       For       Withhold   Management
1.5   Elect  Director John W. Jordan II         For       Withhold   Management
1.6   Elect  Director S. David Passman III      For       Withhold   Management
1.7   Elect  Director Carl L. Patrick, Jr.      For       Withhold   Management
1.8   Elect  Director Kenneth A. Pontarelli     For       Withhold   Management
1.9   Elect  Director Roland C. Smith           For       Withhold   Management
1.10  Elect  Director Patricia A. Wilson        For       Withhold   Management
1.11  Elect  Director David W. Zalaznick        For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management


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

CARREKER CORPORATION

Ticker:       CANI           Security ID:  144433109
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James D. Carreker         For       For        Management
1.2   Elect  Director Keith W. Hughes           For       For        Management
1.3   Elect  Director David K. Sias             For       For        Management
1.4   Elect  Director Ronald G. Steinhart       For       For        Management
2     Ratify Auditors                           For       For        Management


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

CASUAL MALE RETAIL GROUP, INC.

Ticker:       CMRG           Security ID:  148711104
Meeting Date: AUG 7, 2003    Meeting Type: Annual
Record Date:  JUN 13, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Seymour Holtzman           For       Withhold   Management
1.2   Elect Director David A. Levin             For       Withhold   Management
1.3   Elect Director Alan S. Bernikow           For       Withhold   Management
1.4   Elect Director Jesse Choper               For       Withhold   Management
1.5   Elect Director Stephen M. Duff            For       Withhold   Management
1.6   Elect Director Frank J. Husic             For       Withhold   Management
1.7   Elect Director Joseph Pennacchio          For       Withhold   Management
1.8   Elect Director George T. Porter, Jr .     For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

CENTRAL FREIGHT LINES, INC.

Ticker:       CENF           Security ID:  153491105
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert V. Fasso           For       For        Management
1.2   Elect  Director John Breslow              For       For        Management
1.3   Elect  Director Jerry Moyes               For       For        Management
1.4   Elect  Director Porter J. Hall            For       For        Management
1.5   Elect  Director Duane W. Acklie           For       For        Management
1.6   Elect  Director Gordan W. Winburne        For       For        Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Other Business                            For       Against    Management


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

CHICAGO BRIDGE & IRON CO.

Ticker:       CBI            Security ID:  167250109
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     FIRST POSITION: BALLENGEE                 For       For        Management
2     FIRST POSITION: BORDAGES                  Against   Against    Management
3     SECOND POSITION: SIMPSON                  For       For        Management
4     SECOND POSITION: LEVENTRY                 Against   Against    Management
5     TO AUTHORIZE THE PREPARATION OF THE       For       For        Management
      ANNUAL ACCOUNTS AND ANNUAL REPORT IN THE
      ENGLISH LANGUAGE AND ADOPT DUTCH
      STATUTORY ANNUAL ACCOUNTS
6     TO DISCHARGE MANAGEMENT BOARD AND         For       For        Management
      SUPERVISORY BOARD FROM LIABILITY IN
      EXERCISE OF THEIR DUTIES
7     TO RESOLVE THE FINAL DIVIDEND             For       For        Management
8     TO REPURCHASE UP TO 30% OF THE ISSUED     For       Against    Management
      SHARE CAPITAL
9     TO CANCEL SHARES TO BE ACQUIRED BY THE    For       For        Management
      COMPANY IN ITS OWN SHARE CAPITAL
10    TO APPROVE THE EXTENSION OF THE AUTHORITY For       For        Management
      TO ISSUE AND/OR GRANT RIGHTS ON SHARES
      AND TO LIMIT OR EXCLUDE PREEMPTIVE RIGHTS
11    TO INCREASE THE AMOUNT OF THE AUTHORIZED  For       For        Management
      SHARE CAPITAL
12    TO APPOINT DELOITTE & TOUCHE AS THE   For       For        Management
      COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS


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

CONTINENTAL AIRLINES, INC.

Ticker:       CAL            Security ID:  210795308
Meeting Date: MAR 12, 2004   Meeting Type: Annual
Record Date:  FEB 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Barrack, Jr.    For       Withhold   Management
1.2   Elect  Director Gordon M. Bethune         For       Withhold   Management
1.3   Elect  Director Kirbyjon H. Caldwell      For       Withhold   Management
1.4   Elect  Director Lawrence W. Kellner       For       Withhold   Management
1.5   Elect  Director Douglas H. Mccorkindale   For       Withhold   Management
1.6   Elect  Director Henry L. Meyer III        For       Withhold   Management
1.7   Elect  Director George G. C. Parker       For       Withhold   Management
1.8   Elect  Director Karen Hastie Williams     For       Withhold   Management
1.9   Elect  Director Ronald B. Woodard         For       Withhold   Management
1.10  Elect  Director Charles A. Yamarone       For       Withhold   Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Ratify Auditors                           For       For        Management
4     Retention of Rights Plan Agreement        For       Against    Management
5     Shareholder Imput on Poison Pill          Against   For        Shareholder
      Provision
6     Other Business                            For       Against    Management


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

COORS (ADOLPH) COMPANY

Ticker:       RKY            Security ID:  217016104
Meeting Date: OCT 3, 2003    Meeting Type: Special
Record Date:  AUG 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Change State of Incorporation from        For       For        Management
      Colorado to Delaware
2     Adjourn Meeting                           For       For        Management


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

CSG SYSTEMS INTERNATIONAL, INC.

Ticker:       CSGS           Security ID:  126349109
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  MAR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Janice I. Obuchowski      For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       For        Management


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

CULLEN/FROST BANKERS, INC.

Ticker:       CFR            Security ID:  229899109
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Royce S. Caldwell         For       For        Management
1.2   Elect  Director Richard W. Evans, Jr.     For       For        Management
1.3   Elect  Director T.C. Frost                For       For        Management
1.4   Elect  Director Preston M. Geren III      For       For        Management
1.5   Elect  Director Karen E. Jennings         For       For        Management
1.6   Elect  Director Richard M. Kleberg, III   For       For        Management
1.7   Elect  Director Horace Wilkins, Jr.       For       For        Management
2     Ratify Auditors                           For       For        Management


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

DAVE & BUSTER'S, INC.

Ticker:       DAB            Security ID:  23833N104
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Allen J. Bernstein        For       Withhold   Management
1.2   Elect  Director Walter J. Humann          For       Withhold   Management
1.3   Elect  Director David P. Pittaway         For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

DIME COMMUNITY BANCSHARES, INC.

Ticker:       DCOM           Security ID:  253922108
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patrick E. Curtin         For       For        Management
1.2   Elect  Director Fred P. Fehrenbach        For       For        Management
1.3   Elect  Director Stanley Meisels           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

DOLLAR TREE STORES, INC.

Ticker:       DLTR           Security ID:  256747106
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Change Range for Size of the Board        For       For        Management
2.1   Elect  Director H. Ray Compton            For       Withhold   Management
2.2   Elect  Director John F. Megrue            For       Withhold   Management
2.3   Elect  Director Alan L. Wurtzel           For       Withhold   Management
2.4   Elect  Director Bob Sasser                For       Withhold   Management
2.5   Elect  Director Thomas E. Whiddon         For       Withhold   Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management


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

DRS TECHNOLOGIES, INC.

Ticker:       DRS            Security ID:  23330X100
Meeting Date: AUG 6, 2003    Meeting Type: Annual
Record Date:  JUN 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark N. Kaplan             For       For        Management
1.2   Elect Director Ira Albom                  For       For        Management
1.3   Elect Director General Dennis J. Reimer,  For       For        Management
      USA (Ret.)
2     Ratify Auditors                           For       For        Management


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

DRS TECHNOLOGIES, INC.

Ticker:       DRS            Security ID:  23330X100
Meeting Date: JAN 22, 2004   Meeting Type: Special
Record Date:  DEC 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Other Business                            For       Against    Management


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

ENERGY PARTNERS, LTD

Ticker:       EPL            Security ID:  29270U105
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard A. Bachmann       For       For        Management
1.2   Elect  Director John C Bumgarner          For       For        Management
1.3   Elect  Director Jerry D. Carlisle         For       For        Management
1.4   Elect  Director Harold D. Carter          For       For        Management
1.5   Elect  Director Enoch L. Dawkins          For       For        Management
1.6   Elect  Director Robert D. Gershen         For       For        Management
1.7   Elect  Director William O. Hiltz          For       For        Management
1.8   Elect  Director John G. Phillips          For       For        Management
1.9   Elect  Director Dr. Eamon M. Kelly        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

EQUITABLE RESOURCES, INC.

Ticker:       EQT            Security ID:  294549100
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lee T. Todd, Jr., Ph.D.   For       For        Management
1.2   Elect  Director Murry S. Gerber           For       For        Management
1.3   Elect  Director George L. Miles, Jr.      For       For        Management
1.4   Elect  Director James W. Whalen           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

FLEXTRONICS INTERNATIONAL LTD.

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

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


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

FMC CORP.

Ticker:       FMC            Security ID:  302491303
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Reilly         For       Withhold   Management
1.2   Elect  Director James R. Thompson         For       Withhold   Management
1.3   Elect  Director William G. Walter         For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

FRANKLIN BANK CORP.

Ticker:       FBTX           Security ID:  352451108
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lawrence Chimerine, Ph.D. For       For        Management
1.2   Elect  Director James A. Howard           For       For        Management
1.3   Elect  Director Anthony J. Nocella        For       For        Management
2     Ratify Auditors                           For       For        Management


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

FRONTIER OIL CORP.

Ticker:       FTO            Security ID:  35914P105
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Gibbs            For       For        Management
1.2   Elect  Director Douglas Y. Bech           For       For        Management
1.3   Elect  Director G. Clyde Buck             For       For        Management
1.4   Elect  Director T. Michael Dossey         For       For        Management
1.5   Elect  Director James H. Lee              For       For        Management
1.6   Elect  Director Paul B. Loyd, Jr.         For       For        Management
1.7   Elect  Director Carl W. Schafer           For       For        Management
2     Ratify Auditors                           For       For        Management


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

GABELLI ASSET MANAGEMENT, INC.

Ticker:       GBL            Security ID:  36239Y102
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edwin L. Artzt             For       For        Management
1.2   Elect Director Raymond C. Avansino, Jr.   For       For        Management
1.3   Elect Director John C. Ferrara            For       For        Management
1.4   Elect Director John D. Gabelli            For       Withhold   Management
1.5   Elect Director Mario J. Gabelli           For       Withhold   Management
1.6   Elect Director Karl Otto Pohl             For       For        Management
1.7   Elect Director Robert S. Prather, Jr.     For       For        Management
1.8   Elect Director Frederic V. Salerno        For       For        Management
1.9   Elect Director Vincent S. Tese            For       For        Management


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

GRAFTECH INTERNATIONAL, LTD.

Ticker:       GTI            Security ID:  384313102
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gilbert E. Playford       For       Withhold   Management
1.2   Elect  Director R. Eugene Cartledge       For       Withhold   Management
1.3   Elect  Director Mary B. Cranston          For       Withhold   Management
1.4   Elect  Director John R. Hall              For       Withhold   Management
1.5   Elect  Director Harold E. Layman          For       Withhold   Management
1.6   Elect  Director Ferrell P. McClean        For       Withhold   Management
1.7   Elect  Director Michael C. Nahl           For       Withhold   Management
1.8   Elect  Director Craig S. Shular           For       Withhold   Management
2     Amend Pension and Retirement Medical      Against   Against    Shareholder
      Insurance Plan


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

HARSCO CORP.

Ticker:       HSC            Security ID:  415864107
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G.D.H. Butler             For       For        Management
1.2   Elect  Director J.I. Scheiner             For       For        Management
1.3   Elect  Director R.C. Wilburn              For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

HASBRO, INC.

Ticker:       HAS            Security ID:  418056107
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan R. Batkin            For       For        Management
1.2   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.3   Elect  Director John M. Connors, Jr.      For       For        Management
1.4   Elect  Director Jack M. Greenberg         For       For        Management
1.5   Elect  Director Alan G. Hassenfeld        For       For        Management
1.6   Elect  Director Claudine B. Malone        For       For        Management
1.7   Elect  Director Edward M. Philip          For       For        Management
1.8   Elect  Director Paula Stern               For       For        Management
1.9   Elect  Director Alfred J. Verrecchia      For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Implement and Monitor Code of Corporate   Against   Abstain    Shareholder
      Conduct - ILO Standards


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

HUGHES SUPPLY, INC.

Ticker:       HUG            Security ID:  444482103
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Baker II          For       For        Management
1.2   Elect  Director Dale E. Jones             For       For        Management
1.3   Elect  Director William P. Kennedy        For       For        Management
1.4   Elect  Director Patrick J. Knipe          For       For        Management
2     Other Business                            For       Against    Management


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

HUTCHINSON TECHNOLOGY INCORPORATED

Ticker:       HTCH           Security ID:  448407106
Meeting Date: JAN 28, 2004   Meeting Type: Annual
Record Date:  DEC 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Thomas Brunberg         For       For        Management
1.2   Elect Director Archibald Cox, Jr.         For       For        Management
1.3   Elect Director Wayne M. Fortun            For       For        Management
1.4   Elect Director Jeffrey W. Green           For       For        Management
1.5   Elect Director Russell Huffer             For       For        Management
1.6   Elect Director R. Frederick McCoy, Jr.    For       Withhold   Management
1.7   Elect Director William T. Monahan         For       For        Management
1.8   Elect Director Richard B. Solum           For       For        Management
2     Ratify Auditors                           For       For        Management


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

IDT CORP.

Ticker:       IDT.C          Security ID:  448947309
Meeting Date: DEC 15, 2003   Meeting Type: Annual
Record Date:  OCT 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Moshe Kaganoff             For       For        Management
1.2   Elect Director James S. Gilmore, III      For       For        Management
1.3   Elect Director Jack F. Kemp               For       Withhold   Management
1.4   Elect Director Admiral William A. Owens   For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Approve Employee Stock Purchase Plan      For       For        Management
4     Approve Stock Award to Executive          For       For        Management
5     Ratify Auditors                           For       For        Management


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

INDEPENDENCE COMMUNITY BANK CORP.

Ticker:       ICBC           Security ID:  453414104
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  MAY 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Rohit M. Desai            For       For        Management
1.2   Elect  Director Charles J. Hamm           For       For        Management
1.3   Elect  Director Scott M. Hand             For       For        Management
1.4   Elect  Director David L. Hinds            For       For        Management
1.5   Elect  Director Maria Fiorini Ramirez     For       For        Management
1.6   Elect  Director Donald M. Karp            For       For        Management
1.7   Elect  Director Robert B. Catell          For       For        Management
1.8   Elect  Director Robert W. Gelfman         For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

INDEPENDENCE COMMUNITY BANK CORP.

Ticker:       ICBC           Security ID:  453414104
Meeting Date: MAR 8, 2004    Meeting Type: Special
Record Date:  JAN 26, 2004

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


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

INNOVEX, INC.

Ticker:       INVX           Security ID:  457647105
Meeting Date: JAN 20, 2004   Meeting Type: Annual
Record Date:  DEC 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Decrease in Size of Board         For       For        Management
2.1   Elect Director Thomas W. Haley            For       Withhold   Management
2.2   Elect Director Allen Andersen             For       Withhold   Management
2.3   Elect Director Elick Eugene Hawk          For       Withhold   Management
2.4   Elect Director William P. Murnane         For       Withhold   Management
2.5   Elect Director Raj K. Nooyi               For       Withhold   Management
3     Amend Stock Option Plan                   For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management


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

INTERSTATE BAKERIES CORP.

Ticker:       IBC            Security ID:  46072H108
Meeting Date: SEP 23, 2003   Meeting Type: Annual
Record Date:  AUG 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles A. Sullivan        For       Withhold   Management
1.2   Elect Director Leo Benatar                For       Withhold   Management
1.3   Elect Director Richard L. Metrick         For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

INTRAWEST CORP.

Ticker:       ITW.           Security ID:  460915200
Meeting Date: NOV 10, 2003   Meeting Type: Annual
Record Date:  SEP 26, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. Thomas M. Allan         For       For        Management
1.2   Elect Director Joe S. Houssian            For       For        Management
1.3   Elect Director Daniel O. Jarvis           For       For        Management
1.4   Elect Director David A. King              For       For        Management
1.5   Elect Director Gordon H. MacDougall       For       For        Management
1.6   Elect Director Paul M. Manheim            For       For        Management
1.7   Elect Director Paul A. Novelly            For       For        Management
1.8   Elect Director Bernard A. Roy             For       For        Management
1.9   Elect Director Khaled C. Sifri            For       Withhold   Management
1.10  Elect Director Nicholas C.H. Villiers     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Authorize Board to Fix Remuneration of    For       For        Management
      the Auditors


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

J. JILL GROUP, INC., THE

Ticker:       JILL           Security ID:  466189107
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Brett D. Heffes           For       Withhold   Management
1.2   Elect  Director Ruth M. Owades            For       Withhold   Management
1.3   Elect  Director Jonathan P. Ward          For       Withhold   Management


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

KCS ENERGY, INC.

Ticker:       KCS            Security ID:  482434206
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Stanton Geary          For       For        Management
1.2   Elect  Director Robert G. Raynolds        For       For        Management


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

KNOLOGY, INC.

Ticker:       KNOL           Security ID:  499183804
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Laverack, Jr.     For       For        Management
1.2   Elect  Director Bret D. Pearlman          For       For        Management
1.3   Elect  Director Alan A. Burgess           For       For        Management
1.4   Elect  Director Donald W. Burton          For       For        Management
1.5   Elect  Director William H. Scott, III     For       For        Management
2     Eliminate Class of Preferred Stock        For       Against    Management
3     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
4     Restrict Right to Act by Written Consent  For       Abstain    Management
5     Approve Repricing of Options              For       Abstain    Management
6     Amend Omnibus Stock Plan                  For       For        Management


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

KROLL INC.

Ticker:       KROL           Security ID:  501049100
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael G. Cherkasky      For       Withhold   Management
1.2   Elect  Director Simon V. Freakley         For       Withhold   Management
1.3   Elect  Director Raymond E. Mabus          For       Withhold   Management
1.4   Elect  Director Joseph R. Wright          For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

LIPMAN ELECTRONIC ENGINEERING LTD, TEL AVIV

Ticker:                      Security ID:  M6772H101
Meeting Date: APR 21, 2004   Meeting Type: Special
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO CHANGE THE COMPANY S SECURITIES        For       For        Management
      REPORTING OBLIGATIONS FROM REPORTING IN
      CONFORMITY WITH THE ISRAELI SECURITIES
      ACT - 1968 TO REPORTING IN CONFORMITY
      WITH THE U.S. SECURITIES EXCHANGE ACT OF
      1934, AS AMENDED, PURSUANT TO SECTION 35
      (XXXII) OF THE ISRAE


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

MAVERICK TUBE CORP.

Ticker:       MVK            Security ID:  577914104
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregg Eisenberg           For       For        Management
1.2   Elect  Director C. Robert Bunch           For       For        Management
1.3   Elect  Director David H. Kennedy          For       For        Management
1.4   Elect  Director Wayne P. Mang             For       For        Management
1.5   Elect  Director Paul G. McDermott         For       For        Management
1.6   Elect  Director C. Adams Moore            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Ratify Auditors                           For       For        Management


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

MEDIMMUNE, INC.

Ticker:       MEDI           Security ID:  584699102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Wayne T. Hockmeyer        For       For        Management
1.2   Elect  Director David M. Mott             For       For        Management
1.3   Elect  Director David Baltimore           For       For        Management
1.4   Elect  Director M. James Barrett          For       For        Management
1.5   Elect  Director Melvin D. Booth           For       For        Management
1.6   Elect  Director James H. Cavanaugh        For       For        Management
1.7   Elect  Director Barbara Hackman Franklin  For       For        Management
1.8   Elect  Director Gordon S. Macklin         For       For        Management
1.9   Elect  Director Elizabeth H. S. Wyatt     For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

NATIONAL FINANCIAL PARTNERS CORP.

Ticker:       NFP            Security ID:  63607P208
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephanie Abramson        For       For        Management
1.2   Elect  Director Arthur Ainsberg           For       For        Management
1.3   Elect  Director Marc Becker               For       For        Management
1.4   Elect  Director Jessica Bibliowicz        For       For        Management
1.5   Elect  Director Matthew Goldstein         For       For        Management
1.6   Elect  Director Shari Loessberg           For       For        Management
1.7   Elect  Director Marc Rowan                For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

NEWCASTLE INVT CORP

Ticker:       NCT            Security ID:  65105M108
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David J. Grain            For       For        Management
2     Ratify Auditors                           For       For        Management


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

OFFICEMAX, INC.

Ticker:       OMX            Security ID:  67622M108
Meeting Date: DEC 9, 2003    Meeting Type: Special
Record Date:  NOV 3, 2003

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


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

OLD DOMINION FREIGHT LINE, INC.

Ticker:       ODFL           Security ID:  679580100
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Earl E. Congdon           For       For        Management
1.2   Elect  Director John R. Congdon           For       For        Management
1.3   Elect  Director J. Paul Breitbach         For       For        Management
1.4   Elect  Director David S. Congdon          For       For        Management
1.5   Elect  Director John R. Congdon, Jr.      For       For        Management
1.6   Elect  Director Robert G. Culp, III       For       For        Management
1.7   Elect  Director John A. Ebeling           For       For        Management
1.8   Elect  Director Harold A. Hoak            For       For        Management
1.9   Elect  Director Franz F. Holscher         For       For        Management
2     Amend  Director & Officer             For       For        Management
      Indemnification/Liability Provisions
3     Increase Authorized Common Stock          For       Against    Management


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

ORBITAL SCIENCES CORP.

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

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


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

PACER INTERNATIONAL, INC.

Ticker:       PACR           Security ID:  69373H106
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director P. Michael Giftos         For       Withhold   Management
1.2   Elect  Director Michael S. Gross          For       Withhold   Management
1.3   Elect  Director Bruce H. Spector          For       Withhold   Management
1.4   Elect  Director Thomas L. Finkbiner       For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

PACIFICARE HEALTH SYSTEMS, INC.

Ticker:       PHS            Security ID:  695112102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Aida Alvarez              For       Withhold   Management
1.2   Elect  Director Bradley C. Call           For       Withhold   Management
1.3   Elect  Director Terry O. Hartshorn        For       Withhold   Management
1.4   Elect  Director Dominic Ng                For       Withhold   Management
1.5   Elect  Director Howard G. Phanstiel       For       Withhold   Management
1.6   Elect  Director Warren E. Pinckert Ii     For       Withhold   Management
1.7   Elect  Director David A. Reed             For       Withhold   Management
1.8   Elect  Director Charles R. Rinehart       For       Withhold   Management
1.9   Elect  Director Linda Rosenstock          For       Withhold   Management
1.10  Elect  Director Lloyd E. Ross             For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

PANTRY, INC., THE

Ticker:       PTRY           Security ID:  698657103
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  FEB 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter J. Sodini           For       For        Management
1.2   Elect  Director Charles P. Rullman        For       For        Management
1.3   Elect  Director Todd W. Halloran          For       For        Management
1.4   Elect  Director Jon D. Ralph              For       For        Management
1.5   Elect  Director Hubert E. Yarborough, III For       For        Management
1.6   Elect  Director Byron E. Allumbaugh       For       For        Management
1.7   Elect  Director Thomas M. Murnane         For       For        Management
1.8   Elect  Director Peter M. Starrett         For       For        Management
1.9   Elect  Director Paul L. Brunswick         For       For        Management
2     Ratify Auditors                           For       For        Management


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

PERFORMANCE FOOD GROUP CO.

Ticker:       PFGC           Security ID:  713755106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mary C. Doswell           For       For        Management
1.2   Elect  Director Fred C. Goad, Jr.         For       For        Management
1.3   Elect  Director Robert C. Sledd           For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management


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

PINNACLE ENTERTAINMENT, INC.

Ticker:       PNK            Security ID:  723456109
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel R. Lee             For       Withhold   Management
1.2   Elect  Director John V. Giovenco          For       Withhold   Management
1.3   Elect  Director Richard J. Goeglein       For       Withhold   Management
1.4   Elect  Director Bruce A. Leslie           For       Withhold   Management
1.5   Elect  Director James L. Martineau        For       Withhold   Management
1.6   Elect  Director Michael Ornest            For       Withhold   Management
1.7   Elect  Director Timothy J. Parrott        For       Withhold   Management
1.8   Elect  Director Lynn P. Reitnouer         For       Withhold   Management


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

PLANAR SYSTEMS, INC.

Ticker:       PLNR           Security ID:  726900103
Meeting Date: JAN 29, 2004   Meeting Type: Annual
Record Date:  DEC 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Heinrich Stenger           For       For        Management
1.2   Elect Director William D. Walker          For       For        Management


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

PLATINUM UNDERWRITERS HOLDINGS LTD

Ticker:       PTP            Security ID:  G7127P100
Meeting Date: SEP 17, 2003   Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect H. Baldwin, J. Bank, D. Carmichael, For       For        Management
      N. Currie, J. Fishman, G. Morrison, S.
      Newman, and P. Pruitt as Directors
2a    Elect G. Morrison as Director of Platinum For       For        Management
      Underwriters Bermuda, Ltd.
2b    Elect M. Price as Director of Platinum    For       For        Management
      Underwriters Bermuda, Ltd.
2c    Elect W. Robble as Director of Platinum   For       For        Management
      Underwriters Bermuda, Ltd.
3a    Elect G. Morrison as Director of Platinum For       For        Management
      Re (UK) Ltd.
3b    Elect C. Pettengell as Director of        For       For        Management
      Platinum Re (UK) Ltd.
3c    Elect R. Porter as Director of Platinum   For       For        Management
      Re (UK) Ltd.
4     Approve Section 162(m) Performance        For       For        Management
      Incentive Plan
5     Ratify KPMG as Auditors                   For       For        Management


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

PLATINUM UNDERWRITERS HOLDINGS LTD

Ticker:       PTP            Security ID:  G7127P100
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Furlong Baldwin        For       For        Management
1.2   Elect  Director Jonathan F. Bank          For       For        Management
1.3   Elect  Director Dan R. Carmichael         For       For        Management
1.4   Elect  Director Neill A. Currie           For       For        Management
1.5   Elect  Director Jay S. Fishman            For       For        Management
1.6   Elect  Director Gregory E.A. Morrison     For       For        Management
1.7   Elect  Director Steven H. Newman          For       For        Management
1.8   Elect  Director Peter T. Pruitt           For       For        Management
2     THE PROPOSAL TO ELECT GREGORY E.A.        For       For        Management
      MORRISON TO THE BOARD OF DIRECTORS OF
      PLATINUM UNDERWRITERS BERMUDA, LTD.
3     THE PROPOSAL TO ELECT MICHAEL D. PRICE TO For       For        Management
      THE BOARD OF DIRECTORS OF PLATINUM
      UNDERWRITERS BERMUDA, LTD.
4     THE PROPOSAL TO ELECT WILLIAM A. ROBBIE   For       For        Management
      TO THE BOARD OF DIRECTORS OF PLATINUM
      UNDERWRITERS BERMUDA, LTD.
5     THE PROPOSAL TO RATIFY THE APPOINTMENT OF For       For        Management
      WILLIAM A. ROBBIE TO THE BOARD OF
      DIRECTORS OF PLATINUM RE (UK) LIMITED.
6     THE PROPOSAL TO RATIFY THE APPOINTMENT OF For       For        Management
      RUSSELL WORSLEY TO THE BOARD OF DIRECTORS
      OF PLATINUM RE (UK) LIMITED.
7     THE PROPOSAL TO AMEND BYE-LAWS OF THE     For       For        Management
      COMPANY BY REMOVING SECTION 44(2), WHICH
      REQUIRES THE SHAREHOLDERS OF THE COMPANY
      TO CONSIDER MATTERS THAT ARE SUBMITTED TO
      THE SHAREHOLDERS OF THE COMPANY S
      NON-U.S. SUBSIDIARIES.
8     THE PROPOSAL TO APPROVE THE COMPANY S     For       For        Management
      2002 SHARE INCENTIVE PLAN.
9     Ratify Auditors                           For       For        Management


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

POWERWAVE TECHNOLOGIES, INC.

Ticker:       PWAV           Security ID:  739363109
Meeting Date: APR 27, 2004   Meeting Type: Special
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Authorize Board to Issue Shares in the    For       For        Management
      Event of a Public Tender Offer or Share
      Exchange Offer
2     Increase Authorized Common Stock          For       For        Management


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

PRIDE INTERNATIONAL, INC.

Ticker:       PDE            Security ID:  74153Q102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert L. Barbanell       For       For        Management
1.2   Elect  Director Paul A. Bragg             For       For        Management
1.3   Elect  Director David A.B. Brown          For       For        Management
1.4   Elect  Director J.C. Burton               For       For        Management
1.5   Elect  Director Jorge E. Estrada          For       For        Management
1.6   Elect  Director William E. Macaulay       For       For        Management
1.7   Elect  Director Ralph D. Mcbride          For       For        Management
1.8   Elect  Director David B. Robson           For       For        Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Ratify Auditors                           For       For        Management


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

PROTECTIVE LIFE CORP.

Ticker:       PL             Security ID:  743674103
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John J. McMahon, Jr.      For       Withhold   Management
1.2   Elect  Director James S. M. French        For       Withhold   Management
1.3   Elect  Director John D. Johns             For       Withhold   Management
1.4   Elect  Director Donald M. James           For       Withhold   Management
1.5   Elect  Director J. Gary Cooper            For       Withhold   Management
1.6   Elect  Director H. Corbin Day             For       Withhold   Management
1.7   Elect  Director W. Michael Warren, Jr.    For       Withhold   Management
1.8   Elect  Director Malcolm Portera           For       Withhold   Management
1.9   Elect  Director Thomas L. Hamby           For       Withhold   Management
1.10  Elect  Director Vanessa Leonard           For       Withhold   Management
1.11  Elect  Director William A. Terry          For       Withhold   Management
2     Approve Outside Director Options in Lieu  For       For        Management
      of Cash
3     Ratify Auditors                           For       For        Management


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

PROVINCE HEALTHCARE CO.

Ticker:       PRV            Security ID:  743977100
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Martin S. Rash            For       Withhold   Management
1.2   Elect  Director Joseph P. Nolan           For       Withhold   Management
1.3   Elect  Director Winfield C. Dunn          For       Withhold   Management
1.4   Elect  Director Paul J. Feldstein         For       Withhold   Management
1.5   Elect  Director David R. Klock            For       Withhold   Management
1.6   Elect  Director Michael P. Haley          For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

RELIANT ENERGY INC.

Ticker:       RRI            Security ID:  75952B105
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Laree E. Perez            For       For        Management
1.2   Elect  Director William L. Transier       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Executive Retention Ratio           Against   Against    Shareholder


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

REMEC, INC.

Ticker:       REMC           Security ID:  759543101
Meeting Date: JUN 11, 2004   Meeting Type: Annual
Record Date:  APR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Andre R. Horn             For       Withhold   Management
1.2   Elect  Director Robert W. Shaner          For       Withhold   Management
1.3   Elect  Director Martin Cooper             For       Withhold   Management
1.4   Elect  Director Thomas A. Corcoran        For       Withhold   Management
1.5   Elect  Director Mark D. Dankberg          For       Withhold   Management
1.6   Elect  Director William H. Gibbs          For       Withhold   Management
1.7   Elect  Director Harold E. Hughes, Jr.     For       Withhold   Management
1.8   Elect  Director Jeffrey M. Nash, Ph.D.    For       Withhold   Management


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

RUBY TUESDAY, INC.

Ticker:       RI             Security ID:  781182100
Meeting Date: OCT 7, 2003    Meeting Type: Annual
Record Date:  AUG 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dr. Donald Ratajczak       For       For        Management
1.2   Elect Director Samuel E. Beall, III       For       For        Management
1.3   Elect Director Claire L. Arnold           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Report on Impact of Genetically           Against   Against    Shareholder
      Engineered Foods


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

RYDER SYSTEM, INC.

Ticker:       R              Security ID:  783549108
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John M. Berra             For       For        Management
1.2   Elect  Director David I. Fuente           For       For        Management
1.3   Elect  Director Eugene A. Renna           For       For        Management
1.4   Elect  Director Abbie J. Smith            For       For        Management
1.5   Elect  Director Christine A. Varney       For       For        Management
2     Ratify Auditors                           For       For        Management


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

SAPPI LTD.

Ticker:                      Security ID:  803069202
Meeting Date: MAR 1, 2004    Meeting Type: Annual
Record Date:  JAN 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     CONFIRMATION OF APPOINTMENT OF DIRECTOR   For       For        Management
      APPOINTED SINCE THE LAST ANNUAL GENERAL
      MEETING: MR J C A LESLIE
2     CONFIRMATION OF APPOINTMENT OF DIRECTOR   For       For        Management
      APPOINTED SINCE THE LAST ANNUAL GENERAL
      MEETING: MR H C J MAMSCH
3     RE-ELECTION OF RETIRING DIRECTOR: MR M R  For       For        Management
      HAYMON
4     RE-ELECTION OF RETIRING DIRECTOR: MR E    For       For        Management
      VAN AS
5     RE-ELECTION OF RETIRING DIRECTOR: MR D G  For       For        Management
      WILSON
6     SPECIAL RESOLUTION NUMBER 1 - A GENERAL   For       For        Management
      APPROVAL FOR THE COMPANY AND ITS
      SUBSIDIARIES TO ACQUIRE SAPPI LIMITED
      SHARES.
7     ORDINARY RESOLUTION NUMBER 1 - SPECIFIC   For       Against    Management
      APPROVAL TO SELL TREASURY SHARES TO THE
      SAPPI SHARE INCENTIVE SCHEME.
8     ORDINARY RESOLUTION NUMBER 2 - PLACING    For       For        Management
      ALL THE UNISSUED ORDINARY SHARES IN THE
      AUTHORISED SHARE CAPITAL OF THE COMPANY
      UNDER THE CONTROL OF THE DIRECTORS OF THE
      COMPANY WITH THE AUTHORITY TO ALLOT AND
      ISSUE SAME IN TERMS OF THE COMPANIES ACT
      AND THE LIST
9     ORDINARY RESOLUTION NUMBER 3 - AUTHORITY  For       For        Management
      FOR DIRECTORS TO SIGN ALL DOCUMENTS AND
      DO ALL SUCH THINGS NECESSARY TO IMPLEMENT
      THE ABOVE RESOLUTIONS. *** VOTING CUT-OFF
      DATE: NO LATER THAN FEBRUARY 23, 2004 ***


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

SCANSOFT, INC.

Ticker:       SSFT           Security ID:  80603P107
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert M. Finch           For       For        Management
1.2   Elect  Director Robert J. Frankenberg     For       For        Management
1.3   Elect  Director John C. Freker, Jr.       For       For        Management
1.4   Elect  Director William H. Janeway        For       For        Management
1.5   Elect  Director Katharine A. Martin       For       For        Management
1.6   Elect  Director Mark B. Myers             For       For        Management
1.7   Elect  Director Paul A. Ricci             For       For        Management
1.8   Elect  Director Robert G. Teresi          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management


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

SCOTTISH RE GROUP LTD

Ticker:       SCT            Security ID:  G7885T104
Meeting Date: AUG 28, 2003   Meeting Type: Special
Record Date:  JUL 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Change Company Name to Scottish Re Group  For       For        Management
      Limited
2     Amend Bylaws Re:  Change of Company Name  For       For        Management
3     Other Business (Voting)                   For       For        Management


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

SOUTHERN UNION CO.

Ticker:       SUG            Security ID:  844030106
Meeting Date: NOV 4, 2003    Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Brennan            For       For        Management
1.2   Elect Director Frank W. Denius            For       For        Management
1.3   Elect Director Ronald W. Simms            For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

SPINNAKER EXPLORATION COMPANY

Ticker:       SKE            Security ID:  84855W109
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger L. Jarvis           For       For        Management
1.2   Elect  Director Howard H. Newman          For       For        Management
1.3   Elect  Director Jeffrey A. Harris         For       For        Management
1.4   Elect  Director Michael E. Mcmahon        For       For        Management
1.5   Elect  Director Sheldon R. Erikson        For       For        Management
1.6   Elect  Director Michael E. Wiley          For       For        Management
2     Ratify Auditors                           For       For        Management


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

SPORTS AUTHORITY, INC., THE

Ticker:       TSA            Security ID:  84917U109
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gordon D. Barker          For       For        Management
1.2   Elect  Director Mary Elizabeth Burton     For       For        Management
1.3   Elect  Director Cynthia R. Cohen          For       For        Management
1.4   Elect  Director Peter R. Formanek         For       For        Management
1.5   Elect  Director Martin E. Hanaka          For       For        Management
1.6   Elect  Director Kevin M. Mcgovern         For       For        Management
1.7   Elect  Director John Douglas Morton       For       For        Management
1.8   Elect  Director Jonathan D. Sokoloff      For       For        Management
2     Ratify Auditors                           For       For        Management


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

STANCORP FINANCIAL GROUP, INC.

Ticker:       SFG            Security ID:  852891100
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerome J. Meyer           For       For        Management
1.2   Elect  Director Ralph R. Peterson         For       For        Management
1.3   Elect  Director E. Kay Stepp              For       For        Management
1.4   Elect  Director Michael G. Thorne         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Require Two Candidates for Each Board     Against   Against    Shareholder
      Seat


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

STEEL DYNAMICS, INC.

Ticker:       STLD           Security ID:  858119100
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Keith E. Busse            For       For        Management
1.2   Elect  Director Mark D. Millett           For       For        Management
1.3   Elect  Director Richard P. Teets, Jr.     For       For        Management
1.4   Elect  Director John C. Bates             For       For        Management
1.5   Elect  Director Paul B. Edgerley          For       For        Management
1.6   Elect  Director Richard J. Freeland       For       Withhold   Management
1.7   Elect  Director Naoki Hidaka              For       For        Management
1.8   Elect  Director James E. Kelley           For       For        Management
1.9   Elect  Director Dr. Jurgen Kolb           For       For        Management
1.10  Elect  Director Joseph D. Ruffolo         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management


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

STEINWAY MUSICAL INSTRUMENTS, INC.

Ticker:       LVB            Security ID:  858495104
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kyle R. Kirkland          For       Withhold   Management
1.2   Elect  Director Dana D. Messina           For       Withhold   Management
1.3   Elect  Director Bruce A. Stevens          For       Withhold   Management
1.4   Elect  Director John M. Stoner, Jr.       For       Withhold   Management
1.5   Elect  Director A. Clinton Allen          For       Withhold   Management
1.6   Elect  Director Rudolph K. Kluiber        For       Withhold   Management
1.7   Elect  Director Peter McMillan            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

STERLING FINANCIAL CORP.

Ticker:       STSA           Security ID:  859319105
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ned M. Barnes             For       For        Management
1.2   Elect  Director James P. Fugate           For       For        Management
1.3   Elect  Director Robert D. Larrabee        For       For        Management
1.4   Elect  Director Donald N. Bauhofer        For       For        Management
1.5   Elect  Director W.'Ike' L. Eisenhart      For       For        Management


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

SUNTERRA CORPORATION

Ticker:       SNRR           Security ID:  86787D208
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  MAY 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas J. Benson        For       For        Management
1.2   Elect  Director Olof S. Nelson            For       For        Management
1.3   Elect  Director James A. Weissenborn      For       For        Management
1.4   Elect  Director David Gubbay              For       For        Management
1.5   Elect  Director James H. Dickerson, Jr.   For       For        Management
1.6   Elect  Director Charles F. Willes         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       Against    Management
4     Amend Stock Option Plan                   For       For        Management


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

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  MAY 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard W. Roedel         For       For        Management
1.2   Elect  Director Paul Eibeler              For       For        Management
1.3   Elect  Director Oliver R. Grace, Jr.      For       For        Management
1.4   Elect  Director Robert Flug               For       For        Management
1.5   Elect  Director Todd Emmel                For       For        Management
1.6   Elect  Director Mark Lewis                For       For        Management
1.7   Elect  Director Steven Tisch              For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: NOV 17, 2003   Meeting Type: Special
Record Date:  OCT 6, 2003

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


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

TECHNIP (FORMERLY TECHNIP-COFLEXIP)

Ticker:       TNHPY          Security ID:  878546209
Meeting Date: JUL 3, 2003    Meeting Type: Special
Record Date:  JUN 26, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger by Absorption of Coflexip  For       Did Not    Management
      and Issuance of 330,332 Technip-Coflexip            Vote
      Shares
2     Approve Accounting Treatment of           For       Did Not    Management
      Absorption                                          Vote
3     Approve Terms of Conversion of Coflexip   For       Did Not    Management
      Stock Options                                       Vote
4     Approve Dissolution of Coflexip without   For       Did Not    Management
      Liquidation                                         Vote
5     Amend Articles to Reflect Changes in      For       Did Not    Management
      Capital                                             Vote
6     Approve Capital Increase Reserved for     For       Did Not    Management
      Employees Participating in                          Vote
      Savings-Related Share Purchase Plan
7     Approve Capital Increase Reserved for     For       Did Not    Management
      Employees Participating in International            Vote
      Stock Purchase Plan
8     Authorize Filing of Required              For       Did Not    Management
      Documents/Other Formalities                         Vote
9     Elect Olivier Appert as Director          For       Did Not    Management
                                                          Vote
10    Authorize Filing of Required              For       Did Not    Management
      Documents/Other Formalities                         Vote


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

TECHNOLOGY INVESTMENT CAPITAL CORP.

Ticker:       TICC           Security ID:  878717305
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  APR 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tonia L. Pankopf          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Investment Advisory Agreement     For       For        Management


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

TENET HEALTHCARE CORP.

Ticker:       THC            Security ID:  88033G100
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Trevor Fetter             For       Withhold   Management
1.2   Elect  Director Van B. Honeycutt          For       Withhold   Management
1.3   Elect  Director John C. Kane              For       Withhold   Management
1.4   Elect  Director Edward A. Kangas          For       Withhold   Management
1.5   Elect  Director J. Robert Kerrey          For       Withhold   Management
1.6   Elect  Director Richard R. Pettingill     For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

UMB FINANCIAL CORP.

Ticker:       UMBF           Security ID:  902788108
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul D. Bartlett, Jr.     For       Withhold   Management
1.2   Elect  Director William L. Bishop         For       Withhold   Management
1.3   Elect  Director David R. Bradley, Jr.     For       Withhold   Management
1.4   Elect  Director Newton A. Campbell        For       Withhold   Management
1.5   Elect  Director James R. Elsesser         For       Withhold   Management
1.6   Elect  Director Peter J. Genovese         For       Withhold   Management
1.7   Elect  Director C. N. Hoffman III         For       Withhold   Management
1.8   Elect  Director Alexander C. Kemper       For       Withhold   Management
1.9   Elect  Director Mary Lynn Oliver          For       Withhold   Management
1.10  Elect  Director Kris A. Robbins           For       Withhold   Management
1.11  Elect  Director Terrence P. Dunn          For       Withhold   Management
1.12  Elect  Director Greg M. Graves            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

UNITEDGLOBAL.COM INC

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

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


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

UNITEDGLOBAL.COM INC

Ticker:       UCOMA          Security ID:  913247508
Meeting Date: DEC 17, 2003   Meeting Type: Special
Record Date:  NOV 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Amend Omnibus Stock Plan                  For       Against    Management


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

UNIVERSAL CORP.

Ticker:       UVV            Security ID:  913456109
Meeting Date: OCT 28, 2003   Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John B. Adams, Jr.         For       For        Management
1.2   Elect Director Joseph C. Farrell          For       For        Management
1.3   Elect Director Walter A. Stosch           For       For        Management
1.4   Elect Director Eugene P. Trani            For       For        Management


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

UNUMPROVIDENT CORPORATION

Ticker:       UNM            Security ID:  91529Y106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald E. Goldsberry      For       Withhold   Management
1.2   Elect  Director Hugh O. Maclellan, Jr.    For       Withhold   Management
1.3   Elect  Director C. William Pollard        For       Withhold   Management
1.4   Elect  Director John W. Rowe              For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors
6     Establish Other Board Committee           Against   For        Shareholder


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

URS CORP.

Ticker:       URS            Security ID:  903236107
Meeting Date: MAR 23, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Jesse Arnelle          For       Withhold   Management
1.2   Elect  Director Richard C. Blum           For       Withhold   Management
1.3   Elect  Director Armen Der Marderosian     For       Withhold   Management
1.4   Elect  Director Mickey P. Foret           For       Withhold   Management
1.5   Elect  Director Martin M. Koffel          For       Withhold   Management
1.6   Elect  Director Richard B. Madden         For       Withhold   Management
1.7   Elect  Director General Joseph W.         For       Withhold   Management
      Ralston, USAF (Ret.)
1.8   Elect  Director John D. Roach             For       Withhold   Management
1.9   Elect  Director William D. Walsh          For       Withhold   Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


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

VECTREN CORP.

Ticker:       VVC            Security ID:  92240G101
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Engelbrecht       For       For        Management
1.2   Elect  Director William G. Mays           For       For        Management
1.3   Elect  Director J. Timothy Mcginley       For       For        Management
1.4   Elect  Director Richard P. Rechter        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


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

VERITY, INC.

Ticker:       VRTY           Security ID:  92343C106
Meeting Date: OCT 23, 2003   Meeting Type: Annual
Record Date:  AUG 26, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anthony J. Bettencourt     For       For        Management
1.2   Elect Director Stephen A. MacDonald       For       For        Management
2     Ratify Auditors                           For       For        Management


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

WCI COMMUNITIES INC

Ticker:       WCI            Security ID:  92923C104
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director F. Philip Handy           For       Withhold   Management
1.2   Elect  Director Jerry L. Starkey          For       For        Management
1.3   Elect  Director Kathleen M. Shanahan      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

WEBSTER FINANCIAL CORP.

Ticker:       WBS            Security ID:  947890109
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joel S. Becker            For       For        Management
1.2   Elect  Director William T. Bromage        For       For        Management
1.3   Elect  Director James C. Smith            For       For        Management
2     Ratify Auditors                           For       For        Management


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

ZORAN CORP.

Ticker:       ZRAN           Security ID:  98975F101
Meeting Date: JUN 18, 2004   Meeting Type: Annual
Record Date:  APR 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Levy Gerzberg, Ph.D.      For       For        Management
1.2   Elect  Director Uzia Galil                For       For        Management
1.3   Elect  Director James D. Meindl           For       For        Management
1.4   Elect  Director James B. Owens, Jr.       For       For        Management
1.5   Elect  Director David Rynne               For       For        Management
1.6   Elect  Director Arthur B. Stabenow        For       For        Management
1.7   Elect  Director Philip M. Young           For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Amend Employee Stock Purchase Plan        For       Against    Management
5     Ratify Auditors                           For       For        Management






                                         SIGNATURES

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

(Registrant):                   Oppenheimer Quest for Value Funds, on behalf of Oppenheimer
                                Small Cap Value Fund, Oppenheimer Quest Balanced Fund, and
                                Oppenheimer Quest Opportunity Value Fund

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

Date:                   August 26, 2004

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