UNITED STATES
                                                    SECURITIES AND EXCHANGE COMMISSION
                                                          WASHINGTON, D.C. 20549

                                                                 FORM N-PX

                                                   ANNUAL REPORT OF PROXY VOTING RECORD
                                                                    OF
                                                 REGISTERED MANAGEMENT INVESTMENT COMPANIES


         INVESTMENT COMPANY ACT FILE NUMBER:                                 811-5962

         NAME OF REGISTRANT:                                              VANGUARD VARIABLE INSURANCE FUND

         ADDRESS OF REGISTRANT:                                           PO BOX 2600, VALLEY FORGE, PA 19482

         NAME AND ADDRESS OF AGENT FOR SERVICE:                           R. GREGORY BARTON
                                                                          PO BOX 876
                                                                          VALLEY FORGE, PA 19482

         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (610) 669-1000
         DATE OF FISCAL YEAR END:                                         December 31, 2003

         DATE OF REPORTING PERIOD:  JULY 1, 2003 - JUNE 30, 2004

Fund             VANGUARD VARIABLE INSURANCE FUND-GROWTH PORTFOLIO
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Issuer:             AFFILIATED COMPUTER SERVICES, INC.
Ticker:             ACS                      CUSIP:       008190100
Meeting Date        10/30/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: FRANK A. ROSSI                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DENNIS MCCUISTION                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JEFFREY A. RICH                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DARWIN DEASON                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARK A. KING                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. LIVINGSTON KOSBERG                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOSEPH P. O'NEILL                                ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO APPROVE THE PERFORMANCE-BASED INCENTIVE               ISSUER             YES       FOR          FOR
COMPENSATION FOR THE CORPORATION'S EXECUTIVE OFFICERS.


PROPOSAL #03: TO RATIFY THE APPOINTMENT OF                             ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S
INDEPENDENT AUDITORS FOR FISCAL YEAR 2004.

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Issuer:             ALCON, INC.
Ticker:             ACL                      CUSIP:       H01301102
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



PROPOSAL #01: APPROVAL OF THE 2003 ANNUAL REPORT AND                   ISSUER             YES       FOR          FOR
ACCOUNTS OF ALCON, INC. AND THE 2003 CONSOLIDATED
FINANCIAL STATEMENTS OF ALCON, INC. AND SUBSIDIARIES


PROPOSAL #02: APPROPRIATION OF AVAILABLE EARNINGS AND                  ISSUER             YES       FOR          FOR
PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE FINANCIAL YEAR
2003

PROPOSAL #03: DISCHARGE OF THE MEMBERS OF THE BOARD OF                 ISSUER             YES       FOR          FOR
DIRECTORS

PROPOSAL #4A: ELECTION TO THE BOARD OF DIRECTORS OF:                   ISSUER             YES       ABSTAIN      AGAINST
WERNER J. BAUER

PROPOSAL #4B: ELECTION TO THE BOARD OF DIRECTORS OF:                   ISSUER             YES       ABSTAIN      AGAINST
FRANCISCO CASTANER

PROPOSAL #4C: ELECTION TO THE BOARD OF DIRECTORS OF:                   ISSUER             YES       ABSTAIN      AGAINST
LODEWIJK J.R. DE VINK

PROPOSAL #05: ELECTION OF KPMG KLYNVELD PEAT MARWICK                   ISSUER             YES       ABSTAIN      AGAINST
GOERDELER SA, ZURICH, AS GROUP AND PARENT COMPANY
AUDITORS

PROPOSAL #06: ELECTION OF ZENSOR REVISIONS AG, ZUG, AS                 ISSUER             YES       ABSTAIN      AGAINST
SPECIAL AUDITORS

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Issuer:             ALLERGAN, INC.
Ticker:             AGN                      CUSIP:       018490102
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: STEPHEN J. RYAN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HANDEL E. EVANS                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL R. GALLAGHER                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GAVIN S. HERBERT                                 ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG               ISSUER             YES       FOR          FOR
LLP AS INDEPENDENT AUDITOR.

PROPOSAL #03: PROPOSAL RELATING TO THE ADOPTION OF A                   SHAREHOLDER        YES       FOR          AGAINST
POLICY OF EXPENSING THE COST OF ALL FUTURE STOCK OPTIONS.


PROPOSAL #04: PROPOSAL TO BIFURCATE THE ROLES OF CHAIRMAN              SHAREHOLDER        YES       AGAINST      FOR
 OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER.


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Issuer:             ALTERA CORPORATION
Ticker:             ALTR                     CUSIP:       021441100
Meeting Date        5/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ROBERT W. REED                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: WILLIAM E. TERRY                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: PAUL NEWHAGEN                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SUSAN WANG                                       ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROBERT J. FINOCCHIO JR                           ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: CHARLES M. CLOUGH                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KEVIN MCGARITY                                   ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: JOHN P. DAANE                                    ISSUER             YES       FOR          FOR

PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE 1996 STOCK                ISSUER             YES       AGAINST      AGAINST
OPTION PLAN TO INCREASE BY 12,000,000 THE NUMBER OF
SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE
PLAN.

PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE 1987                      ISSUER             YES       FOR          FOR
EMPLOYEE STOCK PURCHASE PLAN TO INCREASE BY 1,000,000 THE
 NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE
UNDER THE PLAN.

PROPOSAL #04: TO RATIFY THE APPOINTMENT OF                             ISSUER             YES       AGAINST      AGAINST
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT ACCOUNTANTS
 FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.


PROPOSAL #05: TO CONSIDER A SHAREHOLDER PROPOSAL TO                    SHAREHOLDER        YES       FOR          AGAINST
EXPENSE STOCK OPTION GRANTS ISSUED BY THE COMPANY.

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Issuer:             AMERICAN INTERNATIONAL GROUP, INC.
Ticker:             AIG                      CUSIP:       026874107
Meeting Date        5/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: M. GREENBERG                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H. SMITH                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D. KANAK                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. HOLBROOKE                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F. HOENEMEYER                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. FELDSTEIN                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. COHEN                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: P. CHIA                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. HILLS                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. AIDINOFF                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F. ZARB                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. SULLIVAN                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. COHEN                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E. TSE                                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E. FUTTER                                        ISSUER             YES       FOR          FOR

PROPOSAL #02: ADOPT CHIEF EXECUTIVE OFFICER ANNUAL                     ISSUER             YES       FOR          FOR
COMPENSATION PLAN

PROPOSAL #03: ADOPT A DIRECTOR STOCK PLAN                              ISSUER             YES       FOR          FOR

PROPOSAL #04: RATIFICATION OF INDEPENDENT ACCOUNTANTS                  ISSUER             YES       FOR          FOR


PROPOSAL #05: SHAREHOLDER PROPOSAL I DESCRIBED IN THE                  SHAREHOLDER        YES       ABSTAIN      AGAINST
PROXY STATEMENT

PROPOSAL #06: SHAREHOLDER PROPOSAL II DESCRIBED IN THE                 SHAREHOLDER        YES       ABSTAIN      AGAINST
PROXY STATEMENT

PROPOSAL #07: SHAREHOLDER PROPOSAL III DESCRIBED IN THE                SHAREHOLDER        YES       ABSTAIN      AGAINST
PROXY STATEMENT



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Issuer:             AMGEN INC.
Ticker:             AMGN                     CUSIP:       031162100
Meeting Date        5/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MR. FRANK J. BIONDI, JR                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. FRANK C. HERRINGER                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. JERRY D. CHOATE                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DR. GILBERT S. OMENN                             ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RATIFY THE SELECTION OF ERNST & YOUNG                 ISSUER             YES       FOR          FOR
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 2004.

PROPOSAL #3A: STOCKHOLDER PROPOSAL #1 (EEO-1 REPORT).                  SHAREHOLDER        YES       ABSTAIN      AGAINST


PROPOSAL #3B: STOCKHOLDER PROPOSAL #2 (STOCK OPTION                    SHAREHOLDER        YES       FOR          AGAINST
EXPENSING).

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Issuer:             AVON PRODUCTS, INC.
Ticker:             AVP                      CUSIP:       054303102
Meeting Date        5/6/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: EDWARD T. FOGARTY                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SUSAN J. KROPF                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO                           ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF                       ISSUER             YES       FOR          FOR
INDEPENDENT ACCOUNTANTS

PROPOSAL #03: APPROVAL OF AMENDMENT TO RESTATED                        ISSUER             YES       FOR          FOR
CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED
SHARES OF COMMON STOCK

PROPOSAL #04: RESOLUTION REGARDING ELIMINATION OF                      SHAREHOLDER        YES       FOR          AGAINST
CLASSIFIED BOARD

PROPOSAL #05: RESOLUTION REGARDING REPORT ON REMOVAL OF                SHAREHOLDER        YES       ABSTAIN      AGAINST
PARABENS

PROPOSAL #06: RESOLUTION REGARDING REPORT ON REMOVAL OF                SHAREHOLDER        YES       ABSTAIN      AGAINST
DIBUTYL PHTHALATE

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Issuer:             BANK ONE CORPORATION
Ticker:             ONE                      CUSIP:       06423A103
Meeting Date        5/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: MERGER PROPOSAL                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JACKSON                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CROWN                                            ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: FAY                                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DIMON                                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROGERS                                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BRYAN                                            ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: BURKE                                            ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: NOVAK                                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STRATTON                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MANOOGIAN                                        ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: LIPP                                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KESSLER                                          ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #03: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       FOR          FOR
AUDITOR

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Issuer:             BEA SYSTEMS, INC.
Ticker:             BEAS                     CUSIP:       073325102
Meeting Date        6/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DEAN O. MORTON                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: GEORGE REYES                                     ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO RATIFY AND APPROVE THE                       ISSUER             YES       AGAINST      AGAINST
APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT
AUDITORS FOR THE COMPANY FOR THE FISCAL YEAR ENDING
JANUARY 31, 2005.

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Issuer:             BOSTON SCIENTIFIC CORPORATION
Ticker:             BSX                      CUSIP:       101137107
Meeting Date        10/6/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: TO APPROVE AN AMENDMENT TO THE COMPANY'S                 ISSUER             YES       FOR          FOR
SECOND RESTATED CERTIFICATE OF INCORPORATION.


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Issuer:             BOSTON SCIENTIFIC CORPORATION
Ticker:             BSX                      CUSIP:       101137107
Meeting Date        5/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MARYE ANNE FOX                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: N.J. NICHOLAS, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN E. PEPPER                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: URSULA M. BURNS                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS                     ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS.

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Issuer:             BROADCOM CORPORATION
Ticker:             BRCM                     CUSIP:       111320107
Meeting Date        4/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ROBERT E. SWITZ                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: WERNER F. WOLFEN                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ALAN E. ROSS                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE L. FARINSKY                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: HENRY SAMUELI, PH.D.                             ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: JOHN MAJOR                                       ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO APPROVE AN AMENDMENT AND RESTATEMENT OF               ISSUER             YES       AGAINST      AGAINST
THE COMPANY'S 1998 STOCK INCENTIVE PLAN, AS PREVIOUSLY
AMENDED AND RESTATED, AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.

PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG               ISSUER             YES       FOR          FOR
LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.


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Issuer:             CAREMARK RX, INC.
Ticker:             CMX                      CUSIP:       141705103
Meeting Date        3/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: TO APPROVE AND ADOPT AN AMENDMENT TO                     ISSUER             YES       FOR          FOR
CAREMARK'S CERTIFICATE OF INCORPORATION THAT WILL
INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK FROM 400 MILLION SHARES TO 700 MILLION SHARES. THIS
 AMENDMENT IS DESCRIBED IN THE ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS.

PROPOSAL #02: TO APPROVE THE ISSUANCE OF CAREMARK COMMON               ISSUER             YES       FOR          FOR
STOCK TO ADVANCEPCS STOCKHOLDERS IN THE MERGER PURSUANT
TO THE MERGER AGREEMENT. IN THE MERGER, COUGAR MERGER
CORPORATION WILL MERGE WITH AND INTO ADVANCEPCS, WITH
ADVANCEPCS SURVIVING THE MERGER AS A WHOLLY OWNED
SUBSIDIARY OF CAREMARK, AS DESCRIBED IN THE MERGER
AGREEMENT AND THE ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS.

PROPOSAL #03: TO APPROVE AND ADOPT AN AMENDMENT TO                     ISSUER             YES       AGAINST      AGAINST
CAREMARK'S CERTIFICATE OF INCORPORATION TO INCREASE THE
TOTAL NUMBER OF AUTHORIZED SHARES OF (A) PREFERRED STOCK
FROM 9.5 MILLION SHARES TO 10.5 MILLION SHARES AND (B)
SERIES C PARTICIPATING PREFERRED STOCK FROM 500,000
SHARES TO 7 MILLION SHARES. THIS AMENDMENT IS DESCRIBED
IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.


PROPOSAL #04: TO APPROVE THE CAREMARK RX, INC. 2004                    ISSUER             YES       FOR          FOR
INCENTIVE STOCK PLAN. THE CAREMARK RX, INC. 2004
INCENTIVE STOCK PLAN IS DESCRIBED IN THE ACCOMPANYING
JOINT PROXY STATEMENT/PROSPECTUS.

PROPOSAL #05: TO ADJOURN OR POSTPONE THE CAREMARK SPECIAL              ISSUER             YES       FOR          FOR
 MEETING, IF NECESSARY, FOR THE PURPOSE OF SOLICITING
ADDITIONAL PROXIES.

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Issuer:             CAREMARK RX, INC.
Ticker:             CMX                      CUSIP:       141705103
Meeting Date        5/4/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: EDWIN M. BANKS                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROGER L. HEADRICK                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JEAN-PIERRE MILLON                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: COLLEEN C. WELCH, PH.D.                          ISSUER             YES       FOR          FOR

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Issuer:             CENTEX CORP./3333 HOLDING CORP.
Ticker:             CTX                      CUSIP:       152312104
Meeting Date        7/17/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: THOMAS J. FALK*                                  ISSUER             YES       FOR          FOR



ELECTION OF DIRECTOR: LAURENCE E. HIRSCH*                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAN W. COOK III*                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JOSIAH O. LOW, III**                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID M. SHERER**                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS M. SCHOEWE*                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: STEPHEN M. WEINBERG**                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROGER O. WEST**                                  ISSUER             YES       FOR          FOR

PROPOSAL #3H2: RATIFICATION OF THE APPOINTMENT OF                      ISSUER             YES       FOR          FOR
INDEPENDENT AUDITOR FOR 2004.**

PROPOSAL #C2: APPROVAL OF THE 2003 ANNUAL INCENTIVE                    ISSUER             YES       AGAINST      AGAINST
COMPENSATION PLAN.*

PROPOSAL #C3: APPROVAL OF THE CENTEX CORPORATION 2003                  ISSUER             YES       AGAINST      AGAINST
EQUITY INCENTIVE PLAN.*

PROPOSAL #C4: RATIFICATION OF THE APPOINTMENT OF                       ISSUER             YES       FOR          FOR
INDEPENDENT AUDITOR FOR 2004.*

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Issuer:             CENTEX CORP./3333 HOLDING CORP.
Ticker:             CTX                      CUSIP:       152312104
Meeting Date        2/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #C1: APPROVAL TO AMEND THE RESTATED ARTICLES OF               ISSUER             YES       FOR          FOR
INCORPORATION.*

PROPOSAL #C2: APPROVAL TO TERMINATE THE NOMINEE                        ISSUER             YES       FOR          FOR
AGREEMENT.*

PROPOSAL #H1: APPROVAL OF THE TRANSACTION, INCLUDING                   ISSUER             YES       FOR          FOR
APPROVAL OF THE RELATED MERGER AGREEMENT FOR THE HOLDER
MERGER.**

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Issuer:             CISCO SYSTEMS, INC.
Ticker:             CSCO                     CUSIP:       17275R102
Meeting Date        11/11/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JAMES C. MORGAN                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: LARRY R. CARTER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DR. JAMES F. GIBBONS                             ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: CAROL A. BARTZ                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JOHN T. CHAMBERS                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: RODERICK C. MCGEARY                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JOHN P. MORGRIDGE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JERRY YANG                                       ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: STEVEN M. WEST                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONALD T. VALENTINE                              ISSUER             YES       FOR          FOR




PROPOSAL #02: TO APPROVE AN AMENDMENT AND RESTATEMENT OF               ISSUER             YES       FOR          FOR
THE EMPLOYEE STOCK PURCHASE PLAN, INCLUDING AN INCREASE
OF 100,000,000 SHARES AUTHORIZED FOR ISSUANCE UNDER THE
PLAN AND A 5-YEAR EXTENSION OF THE PLAN, AS MORE FULLY
SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.


PROPOSAL #03: TO RATIFY THE APPOINTMENT OF                             ISSUER             YES       AGAINST      AGAINST
PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING JULY 31, 2004.

PROPOSAL #04: PROPOSAL SUBMITTED BY A SHAREHOLDER THAT                 SHAREHOLDER        YES       ABSTAIN      AGAINST
THE BOARD PREPARE A REPORT EACH FISCAL YEAR ON CISCO
HARDWARE AND SOFTWARE PROVIDED TO GOVERNMENT AGENCIES AND
 STATE-OWNED COMMUNICATIONS OR INFORMATION TECHNOLOGY
ENTITIES IN ANY COUNTRY, AS MORE FULLY SET FORTH IN THE
ACCOMPANYING PROXY STATEMENT.


PROPOSAL #05: PROPOSAL SUBMITTED BY SHAREHOLDERS THAT THE              SHAREHOLDER        YES       AGAINST      FOR
 BOARD'S COMPENSATION COMMITTEE PREPARE AND MAKE
AVAILABLE BY JANUARY 1, 2004, A REPORT COMPARING TOTAL
COMPENSATION OF THE COMPANY'S TOP EXECUTIVES AND ITS
LOWEST PAID WORKERS IN THE U.S. AND ABROAD AS OF SPECIFIC
 DATES, AS MORE FULLY SET FORTH IN THE ACCOMPANYING PROXY
 STATEMENT.

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Issuer:             CITIGROUP INC.
Ticker:             C                        CUSIP:       172967101
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ROBERT E. RUBIN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE DAVID                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SANFORD I. WEILL                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANKLIN A. THOMAS                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KENNETH T. DERR                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN M. DEUTCH                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DUDLEY C. MECUM                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALAIN J.P. BELDA                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANDRALL E. PEARSON                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD D. PARSONS                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT B. WILLUMSTAD                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. HERNANDEZ RAMIREZ                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANN DIBBLE JORDAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLES PRINCE                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG                 ISSUER             YES       FOR          FOR
LLP AS CITIGROUP'S INDEPENDENT AUDITORS FOR 2004.


PROPOSAL #03: STOCKHOLDER PROPOSAL REQUESTING A CURB ON                SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE COMPENSATION, NO FUTURE STOCK OPTION GRANTS AND
 NO RENEWALS OR EXTENSIONS OF OPTION PLANS.



PROPOSAL #04: STOCKHOLDER PROPOSAL REQUESTING A REPORT ON              SHAREHOLDER        YES       ABSTAIN      AGAINST
 POLITICAL CONTRIBUTIONS.

PROPOSAL #05: STOCKHOLDER PROPOSAL REQUESTING A                        SHAREHOLDER        YES       AGAINST      FOR
DISCONTINUATION OF ALL RIGHTS, OPTIONS, SAR'S AND
POSSIBLE SEVERANCE PAYMENTS TO THE TOP 5 OF MANAGEMENT.


PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING THAT THE                 SHAREHOLDER        YES       AGAINST      FOR
CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES
OR RESPONSIBILITIES.

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Issuer:             DANAHER CORPORATION
Ticker:             DHR                      CUSIP:       235851102
Meeting Date        5/4/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MR. STEVEN M. RALES                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. JOHN T. SCHWIETERS                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. ALAN G. SPOON                                ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO RATIFY THE SELECTION OF ERNST & YOUNG                 ISSUER             YES       FOR          FOR
LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE YEAR
ENDING DECEMBER 31, 2004.

PROPOSAL #03: TO APPROVE THE AMENDED AND RESTATED DANAHER              ISSUER             YES       FOR          FOR
 CORPORATION 1998 STOCK OPTION PLAN.

PROPOSAL #04: TO ACT UPON A SHAREHOLDER PROPOSAL                       SHAREHOLDER        YES       ABSTAIN      AGAINST
REGARDING INCLUSION OF LANGUAGE ON BOARD DIVERSITY IN THE
 CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE.


----------------------------------------------------------------------------------------------------
Issuer:             DELL COMPUTER CORPORATION
Ticker:             DELL                     CUSIP:       247025109
Meeting Date        7/18/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ALEX J. MANDL                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MORTON L. TOPFER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL A. MILES                                 ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: ELIMINATION OF CLASSIFIED BOARD                          ISSUER             YES       FOR          FOR

PROPOSAL #03: CHANGE OF COMPANY NAME TO  DELL INC.                     ISSUER             YES       FOR          FOR

PROPOSAL #04: APPROVAL OF EXECUTIVE ANNUAL INCENTIVE                   ISSUER             YES       AGAINST      AGAINST
BONUS PLAN

----------------------------------------------------------------------------------------------------
Issuer:             EBAY INC.
Ticker:             EBAY                     CUSIP:       278642103
Meeting Date        6/24/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MARGARET C. WHITMAN                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PHILIPPE BOURGUIGNON                             ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: THOMAS J. TIERNEY                                ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: APPROVAL OF AMENDMENTS TO OUR 1999 GLOBAL                ISSUER             YES       AGAINST      AGAINST
EQUITY INCENTIVE PLAN, INCLUDING AN AMENDMENT TO INCREASE
 BY 6,000,000 THE NUMBER OF SHARES OF COMMON STOCK THAT
MAY BE ISSUED UNDER OUR 1999 PLAN.



PROPOSAL #03: APPROVAL OF AN AMENDMENT TO OUR 2001 EQUITY              ISSUER             YES       AGAINST      AGAINST
 INCENTIVE PLAN TO INCREASE BY 18,000,000 THE NUMBER OF
SHARES OF COMMON STOCK THAT MAY BE ISSUED UNDER OUR 2001
PLAN.

PROPOSAL #04: APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE              ISSUER             YES       AGAINST      AGAINST
 OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF
SHARES OF COMMON STOCK FROM 900,000,000 TO 1,790,000,000
SHARES.

PROPOSAL #05: RATIFICATION OF SELECTION OF                             ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS
FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2004.


PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING THE                      SHAREHOLDER        YES       FOR          AGAINST
EXPENSING OF STOCK OPTIONS.

----------------------------------------------------------------------------------------------------
Issuer:             ELECTRONIC ARTS INC.
Ticker:             ERTS                     CUSIP:       285512109
Meeting Date        7/31/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: GREGORY B. MAFFEI                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: TIMOTHY MOTT                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LINDA J. SRERE                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: WILLIAM J. BYRON                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: LEONARD S. COLEMAN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GARY M. KUSIN                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. RICHARD ASHER                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: LAWRENCE F. PROBST III                           ISSUER             YES       FOR          FOR

PROPOSAL #02: AMENDMENT TO THE 2000 EQUITY INCENTIVE PLAN              ISSUER             YES       AGAINST      AGAINST


PROPOSAL #03: AMENDMENT TO THE 2000 EMPLOYEE STOCK                     ISSUER             YES       FOR          FOR
PURCHASE PLAN

PROPOSAL #04: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       FOR          FOR
AUDITORS

----------------------------------------------------------------------------------------------------
Issuer:             EXPRESS SCRIPTS, INC.
Ticker:             ESRX                     CUSIP:       302182100
Meeting Date        5/26/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: SAMUEL K. SKINNER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN O. PARKER, JR.                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HOWARD L. WALTMAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS P. MAC MAHON                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: GARY G. BENANAV                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANK J. BORELLI                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: NICHOLAS J. LAHOWCHIC                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SEYMOUR STERNBERG                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE PAZ                                       ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: BARRETT A. TOAN                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL AND RATIFICATION OF THE PROPOSED                ISSUER             YES       FOR          FOR
AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK FROM
181,000,000 SHARES TO 275,000,000 SHARES.


PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF                       ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR 2004.

----------------------------------------------------------------------------------------------------
Issuer:             FANNIE MAE
Ticker:             FNM                      CUSIP:       313586109
Meeting Date        5/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: L. RAHL                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A. KOROLOGOS                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: T. HOWARD                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: K.M. DUBERSTEIN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: T.P. GERRITY                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A.M. MULCAHY                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F.V. MALEK                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.H. MUDD                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.K. PICKETT                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H.P. SWYGERT                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F.D. RAINES                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.B. MARRON                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S.B. ASHLEY                                      ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE SELECTION OF AUDITORS                ISSUER             YES       FOR          FOR


PROPOSAL #03: APPROVAL OF AN AMENDMENT TO THE FANNIE MAE               ISSUER             YES       FOR          FOR
EMPLOYEE STOCK PURCHASE PLAN

PROPOSAL #04: STOCKHOLDER PROPOSAL TO REINSTATE                        SHAREHOLDER        YES       AGAINST      FOR
CUMULATIVE VOTING

----------------------------------------------------------------------------------------------------
Issuer:             FIRST DATA CORPORATION
Ticker:             FDC                      CUSIP:       319963104
Meeting Date        10/28/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: TO APPROVE THE ISSUANCE OF SHARES OF FIRST               ISSUER             YES       FOR          FOR
DATA COMMON STOCK AS CONTEMPLATED BY THE AGREEMENT AND
PLAN OF MERGER, DATED AS OF APRIL 1, 2003, AMONG FIRST
DATA CORPORATION, MONACO SUBSIDIARY CORPORATION, A WHOLLY
 OWNED SUBSIDIARY OF FIRST DATA CORPORATION, AND CONCORD
EFS, INC.

----------------------------------------------------------------------------------------------------
Issuer:             FOREST LABORATORIES, INC.
Ticker:             FRX                      CUSIP:       345838106
Meeting Date        8/11/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



ELECTION OF DIRECTOR: HOWARD SOLOMON                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DAN L. GOLDWASSER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE S. COHAN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM J. CANDEE, III                           ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: LESTER B. SALANS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PHILLIP M. SATOW                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: KENNETH E. GOODMAN                               ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: RATIFICATION OF AMENDMENT OF THE COMPANY'S               ISSUER             YES       AGAINST      AGAINST
CERTIFICATE OF INCORPORATION TO AUTHORIZE ADDITIONAL
SHARES OF THE COMPANY'S COMMON STOCK.

PROPOSAL #03: RATIFICATION OF BDO SEIDMAN, LLP AS                      ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS.

----------------------------------------------------------------------------------------------------
Issuer:             GENERAL ELECTRIC COMPANY
Ticker:             GE                       CUSIP:       369604103
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: CUMULATIVE VOTING                                        SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #02: ANIMAL TESTING                                           SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #03: NUCLEAR RISK                                             SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #04: REPORT ON PCB CLEANUP COSTS                              SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #05: OFFSHORE SOURCING                                        SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #06: SUSTAINABILITY INDEX                                     SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #07: COMPENSATION COMMITTEE INDEPENDENCE                      SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #08: PAY DISPARITY                                            SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #09: END STOCK OPTIONS AND BONUSES                            SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #10: LIMIT OUTSIDE DIRECTORSHIPS                              SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #11: INDEPENDENT BOARD CHAIRMAN                               SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #12: EXPLORE SALE OF COMPANY                                  SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #13: HOLDING STOCK FROM STOCK OPTIONS                         SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #14: BOARD INDEPENDENCE                                       SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #15: POLITICAL CONTRIBUTIONS                                  SHAREHOLDER        YES       ABSTAIN      AGAINST

ELECTION OF DIRECTOR: DENNIS D. DAMMERMAN                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JEFFREY R. IMMELT                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KENNETH G. LANGONE                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROGER S. PENSKE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT C. WRIGHT                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES I. CASH, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANDREA JUNG                                      ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: ALAN G. LAFLEY                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SAM NUNN                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CLAUDIO X. GONZALEZ                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT J. SWIERINGA                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DOUGLAS A. WARNER III                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RALPH S. LARSEN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANN M. FUDGE                                     ISSUER             YES       FOR          FOR

PROPOSAL #0B: INDEPENDENT AUDITOR                                      ISSUER             YES       FOR          FOR

PROPOSAL #0C: REVENUE MEASUREMENT ADDED TO EXECUTIVE                   ISSUER             YES       FOR          FOR
OFFICER PERFORMANCE GOALS

----------------------------------------------------------------------------------------------------
Issuer:             GILEAD SCIENCES, INC.
Ticker:             GILD                     CUSIP:       375558103
Meeting Date        5/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: GORDON E. MOORE                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: GEORGE P. SHULTZ                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES M. DENNY                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ETIENNE F. DAVIGNON                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN C. MARTIN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GAYLE E. WILSON                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: PAUL BERG                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: NICHOLAS G. MOORE                                ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO RATIFY THE SELECTION BY THE AUDIT                     ISSUER             YES       FOR          FOR
COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS OF GILEAD FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.

PROPOSAL #03: TO APPROVE THE ADOPTION OF GILEAD'S 2004                 ISSUER             YES       AGAINST      AGAINST
EQUITY INCENTIVE PLAN.

PROPOSAL #04: TO APPROVE AN AMENDMENT TO GILEAD'S                      ISSUER             YES       FOR          FOR
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF GILEAD COMMON STOCK FROM
500,000,000 TO 700,000,000 SHARES.

----------------------------------------------------------------------------------------------------
Issuer:             HARLEY-DAVIDSON, INC.
Ticker:             HDI                      CUSIP:       412822108
Meeting Date        4/24/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: BARRY K. ALLEN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD I. BEATTIE                               ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF THE AMENDED CORPORATE SHORT                  ISSUER             YES       FOR          FOR
TERM INCENTIVE PLAN.

PROPOSAL #03: APPROVAL OF THE 2004 INCENTIVE STOCK PLAN.               ISSUER             YES       FOR          FOR




PROPOSAL #04: RATIFICATION OF ERNST & YOUNG LLP AS                     ISSUER             YES       FOR          FOR
AUDITORS.

----------------------------------------------------------------------------------------------------
Issuer:             HEALTH MANAGEMENT ASSOCIATES, INC.
Ticker:             HMA                      CUSIP:       421933102
Meeting Date        2/17/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DONALD E. KIERNAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KENT P. DAUTEN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.W. WESTERFIELD, PH.D.                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM J. SCHOEN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOSEPH V. VUMBACCO                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT A. KNOX                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM E. MAYBERRY, MD                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR.                           ISSUER             YES       FOR          FOR

----------------------------------------------------------------------------------------------------
Issuer:             INTEL CORPORATION
Ticker:             INTC                     CUSIP:       458140100
Meeting Date        5/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOHN L. THORNTON                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CRAIG R. BARRETT                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PAUL S. OTELLINI                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID S. POTTRUCK                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JANE E. SHAW                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E. JOHN P. BROWNE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANDREW S. GROVE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D. JAMES GUZY                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID B. YOFFIE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: REED E. HUNDT                                    ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF SELECTION OF INDEPENDENT                 ISSUER             YES       FOR          FOR
AUDITORS

PROPOSAL #03: APPROVAL OF THE 2004 EQUITY INCENTIVE PLAN               ISSUER             YES       FOR          FOR


PROPOSAL #04: STOCKHOLDER PROPOSAL REQUESTING THE                      SHAREHOLDER        YES       FOR          AGAINST
EXPENSING OF STOCK OPTIONS

PROPOSAL #05: STOCKHOLDER PROPOSAL REQUESTING THE USE OF               SHAREHOLDER        YES       AGAINST      FOR
PERFORMANCE-VESTING STOCK

PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING THE USE OF               SHAREHOLDER        YES       AGAINST      FOR
PERFORMANCE-BASED STOCK OPTIONS



----------------------------------------------------------------------------------------------------
Issuer:             INTUIT INC.
Ticker:             INTU                     CUSIP:       461202103
Meeting Date        10/30/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DONNA L. DUBINSKY                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MICHAEL R. HALLMAN                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: L. JOHN DOERR                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN M. BENNETT                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM V. CAMPBELL                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SCOTT D. COOK                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHRISTOPHER W. BRODY                             ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: STRATTON D. SCLAVOS                              ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVE THE AMENDMENT OF THE INTUIT INC.                 ISSUER             YES       FOR          FOR
1996 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER
OF SHARES OF COMMON STOCK AVAILABLE UNDER THE PLAN BY
500,000 SHARES (FROM 4,900,000 SHARES TO 5,400,000
SHARES).

PROPOSAL #03: RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP              ISSUER             YES       AGAINST      AGAINST
 AS OUR INDEPENDENT AUDITORS FOR FISCAL 2004.


----------------------------------------------------------------------------------------------------
Issuer:             JOHNSON & JOHNSON
Ticker:             JNJ                      CUSIP:       478160104
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: WILLIAM C. WELDON                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEVEN'S REINEMUND                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LEO F. MULLIN                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: SUSAN L. LINDQUIST                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ARNOLD G. LANGBO                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARY S. COLEMAN                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: GERARD N. BURROW                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID SATCHER                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. JUDAH FOLKMAN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HENRY B. SCHACHT                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ANN D. JORDAN                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES G. CULLEN                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROBERT J. DARRETTA                               ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF                           ISSUER             YES       AGAINST      AGAINST
PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS

PROPOSAL #03: PROPOSAL ON CHARITABLE CONTRIBUTIONS                     SHAREHOLDER        YES       ABSTAIN      AGAINST




----------------------------------------------------------------------------------------------------
Issuer:             JUNIPER NETWORKS, INC.
Ticker:             JNPR                     CUSIP:       48203R104
Meeting Date        4/16/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: TO APPROVE THE ISSUANCE OF 1.404 SHARES OF               ISSUER             YES       FOR          FOR
JUNIPER NETWORKS COMMON STOCK FOR EACH OUTSTANDING SHARE
OF NETSCREEN COMMON STOCK AND EACH OUTSTANDING STOCK
OPTION TO PURCHASE NETSCREEN COMMON STOCK AS OF THE
EFFECTIVE DATE OF THE MERGER IN CONNECTION WITH AND
PURSUANT TO THE TERMS OF THE AGREEMENT AND PLAN OF
REORGANIZATION, DATED AS OF FEBRUARY 9, 2004.


----------------------------------------------------------------------------------------------------
Issuer:             JUNIPER NETWORKS, INC.
Ticker:             JNPR                     CUSIP:       48203R104
Meeting Date        5/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: PRADEEP SINDHU                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KENNETH LEVY                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROBERT M. CALDERONI                              ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS                     ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS.

----------------------------------------------------------------------------------------------------
Issuer:             LENNAR CORPORATION
Ticker:             LEN                      CUSIP:       526057104
Meeting Date        3/30/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: IRVING BOLOTIN                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DONNA E. SHALALA                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. KIRK LANDON                                   ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR              ISSUER             YES       AGAINST      AGAINST
 DISCRETION WITH REGARD TO ANY OTHER BUSINESS THAT MAY
PROPERLY COME BEFORE THE MEETING.

----------------------------------------------------------------------------------------------------
Issuer:             LINEAR TECHNOLOGY CORPORATION
Ticker:             LLTC                     CUSIP:       535678106
Meeting Date        11/5/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: THOMAS S. VOLPE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD M. MOLEY                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LEO T. MCCARTHY                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID S. LEE                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT H. SWANSON, JR.                           ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG               ISSUER             YES       FOR          FOR
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL
 YEAR ENDING JUNE 27, 2004.

----------------------------------------------------------------------------------------------------
Issuer:             LOWE'S COMPANIES, INC.
Ticker:             LOW                      CUSIP:       548661107
Meeting Date        5/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



ELECTION OF DIRECTOR: PAUL FULTON                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN F. PAGE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LEONARD L. BERRY                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR.                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAWN E. HUDSON                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROBERT L. TILLMAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARSHALL O. LARSEN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT A. NIBLOCK                                ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF DELOITTE &                ISSUER             YES       FOR          FOR
TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
2004 FISCAL YEAR.

----------------------------------------------------------------------------------------------------
Issuer:             MARVELL TECHNOLOGY GROUP LTD.
Ticker:             MRVL                     CUSIP:       G5876H105
Meeting Date        5/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DR. JOHN M. CIOFFI, PHD                          ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DR. PAUL R. GRAY, PH.D.                          ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DOUGLAS KING                                     ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS              ISSUER             YES       FOR          FOR
 THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE 2005
FISCAL YEAR ENDING JANUARY 29, 2005.

PROPOSAL #03: TO AUTHORIZE THE BOARD OF DIRECTORS TO FIX               ISSUER             YES       FOR          FOR
THE AUDITORS REMUNERATION FOR THE 2005 FISCAL YEAR ENDING
 JANUARY 29, 2005.

PROPOSAL #04: TO APPROVE AN INCREASE TO THE COMPANY'S                  ISSUER             YES       FOR          FOR
AUTHORIZED SHARE CAPITAL.

----------------------------------------------------------------------------------------------------
Issuer:             MAXIM INTEGRATED PRODUCTS, INC.
Ticker:             MXIM                     CUSIP:       57772K101
Meeting Date        11/13/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOHN F. GIFFORD                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: A.R. FRANK WAZZAN                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JAMES R. BERGMAN                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: M.D. SAMPELS                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: B. KIPLING HAGOPIAN                              ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO RATIFY AND APPROVE AN AMENDMENT TO THE                ISSUER             YES       AGAINST      AGAINST
COMPANY'S 1996 STOCK INCENTIVE PLAN, AS AMENDED,
INCREASING THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE
THEREUNDER BY 9,400,000 SHARES FROM 95,200,000 SHARES TO
104,600,000 SHARES.

PROPOSAL #03: TO RATIFY AND APPROVE AN AMENDMENT TO THE                ISSUER             YES       FOR          FOR
COMPANY'S 1987 EMPLOYEE STOCK PARTICIPATION PLAN, AS
AMENDED, INCREASING THE NUMBER OF SHARES AVAILABLE FOR
ISSUANCE THEREUNDER BY 400,000 SHARES FROM 14,651,567
SHARES TO 15,051,567 SHARES.



PROPOSAL #04: TO RATIFY THE RETENTION OF ERNST & YOUNG                 ISSUER             YES       FOR          FOR
LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JUNE 26, 2004.

----------------------------------------------------------------------------------------------------
Issuer:             MBNA CORPORATION
Ticker:             KRB                      CUSIP:       55262L100
Meeting Date        5/3/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RANDOLPH D. LERNER                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: BENJAMIN R. CIVILETTI                            ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: WILLIAM B. MILSTEAD                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: STUART L. MARKOWITZ                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: BRUCE L. HAMMONDS                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: WILLIAM L. JEWS                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JAMES H. BERICK                                  ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       FOR          FOR
AUDITORS

PROPOSAL #03: STOCKHOLDER PROPOSAL (ITEM 3 IN PROXY                    SHAREHOLDER        YES       FOR          AGAINST
STATEMENT)

PROPOSAL #04: STOCKHOLDER PROPOSAL (ITEM 4 IN PROXY                    SHAREHOLDER        YES       AGAINST      FOR
STATEMENT)

----------------------------------------------------------------------------------------------------
Issuer:             MEDTRONIC, INC.
Ticker:             MDT                      CUSIP:       585055106
Meeting Date        8/28/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MICHAEL R. BONSIGNORE                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GORDON M. SPRENGER                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: RICHARD H. ANDERSON                              ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF                             ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS MEDTRONIC'S INDEPENDENT
AUDITORS

PROPOSAL #03: TO APPROVE MEDTRONIC'S 2003 LONG-TERM                    ISSUER             YES       FOR          FOR
INCENTIVE PLAN.

PROPOSAL #04: TO APPROVE MEDTRONIC'S EXECUTIVE INCENTIVE               ISSUER             YES       FOR          FOR
PLAN.

----------------------------------------------------------------------------------------------------
Issuer:             MERCURY INTERACTIVE CORPORATION
Ticker:             MERQ                     CUSIP:       589405109
Meeting Date        12/10/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: RATIFY AND APPROVE THE AMENDMENT TO THE                  ISSUER             YES       AGAINST      AGAINST
AMENDED AND RESTATED 1999 STOCK OPTION PLAN TO INCREASE
THE NUMBER OF SHARES RESERVED FOR ISSUANCE BY AN
ADDITIONAL 3,000,000 SHARES.

PROPOSAL #02: RATIFY AND APPROVE THE AMENDMENT TO THE                  ISSUER             YES       AGAINST      AGAINST
1998 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER
OF SHARES RESERVED FOR ISSUANCE BY AN ADDITIONAL
5,000,000 SHARES.



----------------------------------------------------------------------------------------------------
Issuer:             MERCURY INTERACTIVE CORPORATION
Ticker:             MERQ                     CUSIP:       589405109
Meeting Date        5/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: GIORA YARON                                      ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: YAIR SHAMIR                                      ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: AMNON LANDAN                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CLYDE OSTLER                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ANTHONY ZINGALE                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: IGAL KOHAVI                                      ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFY AND APPROVE AN AMENDMENT TO                       ISSUER             YES       AGAINST      AGAINST
MERCURY'S RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF MERCURY
COMMON STOCK TO 560,000,000 SHARES.

PROPOSAL #03: RATIFY THE APPOINTMENT OF                                ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2004.

----------------------------------------------------------------------------------------------------
Issuer:             MERRILL LYNCH & CO., INC.
Ticker:             MER                      CUSIP:       590188108
Meeting Date        4/23/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DAVID K. NEWBIGGING                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOSEPH W. PRUEHER                                ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP              ISSUER             YES       FOR          FOR
 AS INDEPENDENT AUDITOR

PROPOSAL #03: INSTITUTE CUMULATIVE VOTING                              SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #04: INDEPENDENT CHAIRMAN SEPARATE FROM CHIEF                 SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE OFFICER

----------------------------------------------------------------------------------------------------
Issuer:             MICROSOFT CORPORATION
Ticker:             MSFT                     CUSIP:       594918104
Meeting Date        11/11/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: WM. G. REED JR.                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN                             ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DAVID F. MARQUARDT                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JON A. SHIRLEY                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEVEN A. BALLMER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM H. GATES III                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HELMUT PANKE                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLES H. NOSKI                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A. MCLAUGHLIN KOROLOGOS                          ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JAMES I. CASH JR.                                ISSUER             YES       WITHHOLD     AGAINST




PROPOSAL #02: ADOPTION OF THE AMENDMENTS TO THE 2001                   ISSUER             YES       FOR          FOR
STOCK PLAN

PROPOSAL #03: ADOPTION OF THE AMENDMENTS TO THE 1999                   ISSUER             YES       AGAINST      AGAINST
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

PROPOSAL #04: SHAREHOLDER PROPOSAL (THE BOARD RECOMMENDS               SHAREHOLDER        YES       ABSTAIN      AGAINST
A VOTE  AGAINST THIS PROPOSAL)

----------------------------------------------------------------------------------------------------
Issuer:             MORGAN STANLEY
Ticker:             MWD                      CUSIP:       617446448
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DR. KLAUS ZUMWINKEL                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SIR HOWARD DAVIES                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN W. MADIGAN                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF DELOITTE &                  ISSUER             YES       FOR          FOR
TOUCHE LLP AS INDEPENDENT AUDITORS

PROPOSAL #03: SHAREHOLDER PROPOSAL TO DECLASSIFY THE                   SHAREHOLDER        YES       FOR          AGAINST
BOARD OF DIRECTORS

PROPOSAL #04: SHAREHOLDER PROPOSAL TO REQUIRE SHAREHOLDER              SHAREHOLDER        YES       AGAINST      FOR
 APPROVAL OF GOLDEN PARACHUTE  AGREEMENTS

PROPOSAL #05: SHAREHOLDER PROPOSAL TO DISCLOSE POLITICAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS

----------------------------------------------------------------------------------------------------
Issuer:             PFIZER INC.
Ticker:             PFE                      CUSIP:       717081103
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RUTH J. SIMMONS                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DANA G. MEAD                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JEAN-PAUL VALLES                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM R. HOWELL                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE A. LORCH                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STANLEY O. IKENBERRY                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL S. BROWN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANKLIN D. RAINES                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. ANTHONY BURNS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT N. BURT                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HENRY A. MCKINNELL                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. DON CORNWELL                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CONSTANCE J. HORNER                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM H. GRAY III                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR.                           ISSUER             YES       FOR          FOR

PROPOSAL #02: A PROPOSAL TO APPROVE THE APPOINTMENT OF                 ISSUER             YES       FOR          FOR
KPMG LLP AS INDEPENDENT AUDITORS FOR 2004.



PROPOSAL #03: A PROPOSAL TO APPROVE THE PFIZER INC. 2004               ISSUER             YES       FOR          FOR
STOCK PLAN.

PROPOSAL #04: SHAREHOLDER PROPOSAL REQUESTING REVIEW OF                SHAREHOLDER        YES       ABSTAIN      AGAINST
THE ECONOMIC EFFECTS OF THE HIV/AIDS, TB AND MALARIA
PANDEMICS ON THE COMPANY'S BUSINESS STRATEGY.


PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO POLITICAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS.

PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO AN ANNUAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
REPORT ON CORPORATE RESOURCES DEVOTED TO SUPPORTING
POLITICAL ENTITIES OR CANDIDATES.

PROPOSAL #07: SHAREHOLDER PROPOSAL SEEKING TO IMPOSE TERM              SHAREHOLDER        YES       AGAINST      FOR
 LIMITS ON DIRECTORS.

PROPOSAL #08: SHAREHOLDER PROPOSAL REQUESTING A REPORT ON              SHAREHOLDER        YES       ABSTAIN      AGAINST
 INCREASING ACCESS TO PFIZER PRODUCTS.

PROPOSAL #09: SHAREHOLDER PROPOSAL ON STOCK OPTIONS.                   SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #10: SHAREHOLDER PROPOSAL ON IN VITRO TESTING.                SHAREHOLDER        YES       ABSTAIN      AGAINST


----------------------------------------------------------------------------------------------------
Issuer:             SAP AG
Ticker:             SAP                      CUSIP:       803054204
Meeting Date        5/6/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #02: RESOLUTION ON THE APPROPRIATION OF THE                   ISSUER             NO        N/A          N/A
RETAINED EARNINGS OF THE FISCAL YEAR 2003

PROPOSAL #03: RESOLUTION ON THE FORMAL APPROVAL OF THE                 ISSUER             NO        N/A          N/A
ACTS OF THE EXECUTIVE BOARD IN THE FISCAL YEAR 2003


PROPOSAL #04: RESOLUTION ON THE FORMAL APPROVAL OF THE                 ISSUER             NO        N/A          N/A
ACTS OF THE SUPERVISORY BOARD IN THE FISCAL YEAR 2003


PROPOSAL #05: APPOINTMENT OF THE AUDITOR OF THE FINANCIAL              ISSUER             NO        N/A          N/A
 STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE
 FISCAL YEAR 2004

PROPOSAL #06: RESOLUTION ON ADJUSTMENTS TO SECTION 4 OF                ISSUER             NO        N/A          N/A
THE ARTICLES OF ASSOCIATION

PROPOSAL #07: RESOLUTION ON THE AUTHORIZATION TO ACQUIRE               ISSUER             NO        N/A          N/A
AND USE TREASURY SHARES

PROPOSAL #08: RESOLUTION ON THE AUTHORIZATION TO USE                   ISSUER             NO        N/A          N/A
EQUITY DERIVATIVES IN CONNECTION WITH THE ACQUISITION OF
TREASURY SHARES

----------------------------------------------------------------------------------------------------
Issuer:             ST. JUDE MEDICAL, INC.
Ticker:             STJ                      CUSIP:       790849103
Meeting Date        5/12/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: STEFAN K. WIDENSOHLER                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL A. ROCCA                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID A. THOMPSON                                ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST              ISSUER             YES       AGAINST      AGAINST
 & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
2004.

PROPOSAL #03: PROPOSAL TO APPROVE THE COMPANY'S                        ISSUER             YES       FOR          FOR
MANAGEMENT INCENTIVE COMPENSATION PLAN.



PROPOSAL #04: PROPOSAL TO INCREASE THE COMPANY'S                       ISSUER             YES       AGAINST      AGAINST
AUTHORIZED SHARES OF COMMON STOCK TO 500 MILLION SHARES.


PROPOSAL #05: SHAREHOLDER PROPOSAL TO ADOPT THE                        SHAREHOLDER        YES       AGAINST      FOR
COMMONSENSE EXECUTIVE COMPENSATION PROPOSAL.

----------------------------------------------------------------------------------------------------
Issuer:             STRYKER CORPORATION
Ticker:             SYK                      CUSIP:       863667101
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOHN W. BROWN                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HOWARD E. COX, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.M. ENGELMAN, PH.D.                             ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JOHN S. LILLARD                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.H. GROSSMAN, M.D.                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM U. PARFET                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONDA E. STRYKER                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF THE AMENDMENT TO INCREASE THE                ISSUER             YES       AGAINST      AGAINST
AUTHORIZED COMMON STOCK TO ONE BILLION SHARES

----------------------------------------------------------------------------------------------------
Issuer:             SYMANTEC CORPORATION
Ticker:             SYMC                     CUSIP:       871503108
Meeting Date        8/21/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: WILLIAM COLEMAN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT S. MILLER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE REYES                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DANIEL H. SCHULMAN                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DAVID MAHONEY                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PER-KRISTIAN HALVORSEN                           ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: BILL OWENS                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN W. THOMPSON                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: TANIA AMOCHAEV                                   ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: ADOPTION OF SYMANTEC'S AMENDED AND RESTATED              ISSUER             YES       AGAINST      AGAINST
 CERTIFICATE OF INCORPORATION.

PROPOSAL #03: AMENDMENT OF SYMANTEC'S 1996 EQUITY                      ISSUER             YES       FOR          FOR
INCENTIVE PLAN TO ALLOW GRANTS OF RESTRICTED STOCK.

PROPOSAL #04: ADOPTION OF SYMANTEC'S SENIOR EXECUTIVE                  ISSUER             YES       FOR          FOR
INCENTIVE PLAN.

PROPOSAL #05: RATIFICATION OF THE SELECTION OF KPMG LLP                ISSUER             YES       FOR          FOR
AS THE INDEPENDENT AUDITORS.

----------------------------------------------------------------------------------------------------
Issuer:             TEVA PHARMACEUTICAL INDUSTRIES LIMIT
Ticker:             TEVA                     CUSIP:       881624209
Meeting Date        5/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



PROPOSAL #01: TO RECEIVE AND DISCUSS THE COMPANY'S                     ISSUER             YES       FOR          FOR
CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003 AND
THE CONSOLIDATED STATEMENTS.

PROPOSAL #02: TO APPROVE THE BOARD OF DIRECTORS                        ISSUER             YES       FOR          FOR
RECOMMENDATION THAT THE CASH DIVIDEND FOR THE YEAR ENDED
DECEMBER 31, 2003, WHICH WAS PAID IN FOUR INSTALLMENTS
AND AGGREGATED NIS 1.44 (APPROXIMATELY US$0.322) PER
ORDINARY SHARE, BE DECLARED FINAL.

PROPOSAL #3A: TO ELECT ABRAHAM E. COHEN TO SERVE FOR A                 ISSUER             YES       ABSTAIN      AGAINST
THREE-YEAR TERM.

PROPOSAL #3B: TO ELECT LESLIE DAN TO SERVE FOR A                       ISSUER             YES       ABSTAIN      AGAINST
THREE-YEAR TERM.

PROPOSAL #3C: TO ELECT PROF. MEIR HETH TO SERVE FOR A                  ISSUER             YES       ABSTAIN      AGAINST
THREE-YEAR TERM.

PROPOSAL #3D: TO ELECT PROF. MOSHE MANY TO SERVE FOR A                 ISSUER             YES       ABSTAIN      AGAINST
THREE-YEAR TERM.

PROPOSAL #3E: TO ELECT DOV SHAFIR TO SERVE FOR A                       ISSUER             YES       ABSTAIN      AGAINST
THREE-YEAR TERM.

PROPOSAL #04: TO APPROVE THE PURCHASE OF DIRECTOR'S AND                ISSUER             YES       FOR          FOR
OFFICER'S LIABILITY INSURANCE FOR THE DIRECTORS AND
OFFICERS OF THE COMPANY.

PROPOSAL #05: TO APPOINT KESSELMAN & KESSELMAN, A MEMBER               ISSUER             YES       ABSTAIN      AGAINST
OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2004 AND AUTHORIZE THE AUDIT COMMITTEE TO
DETERMINE THEIR COMPENSATION.

----------------------------------------------------------------------------------------------------
Issuer:             THE GOLDMAN SACHS GROUP, INC.
Ticker:             GS                       CUSIP:       38141G104
Meeting Date        3/31/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LOIS D. JULIBER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES A. JOHNSON                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CLAES DAHLBACK                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LD BROWNE OF MADINGLEY                           ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT BY THE                   ISSUER             YES       FOR          FOR
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
THE 2004 FISCAL YEAR.

PROPOSAL #03: ANNUAL ELECTION OF ALL DIRECTORS TO THE                  SHAREHOLDER        YES       FOR          AGAINST
BOARD OF DIRECTORS.

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Issuer:             THE PROCTER & GAMBLE COMPANY
Ticker:             PG                       CUSIP:       742718109
Meeting Date        10/14/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MARGARET C. WHITMAN                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: NORMAN R. AUGUSTINE                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: A.G. LAFLEY                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN F. SMITH, JR.                               ISSUER             YES       FOR          FOR




PROPOSAL #02: RATIFY APPOINTMENT OF INDEPENDENT AUDITORS               ISSUER             YES       FOR          FOR


PROPOSAL #03: APPROVE THE PROCTER & GAMBLE 2003                        ISSUER             YES       AGAINST      AGAINST
NON-EMPLOYEE DIRECTORS  STOCK PLAN

PROPOSAL #04: SHAREHOLDER PROPOSAL NO. 1 BOARD OF                      SHAREHOLDER        YES       FOR          AGAINST
DIRECTORS  TERMS

PROPOSAL #05: SHAREHOLDER PROPOSAL NO. 2 LABEL                         SHAREHOLDER        YES       ABSTAIN      AGAINST
GENETICALLY ENGINEERED FOODS

----------------------------------------------------------------------------------------------------
Issuer:             TIFFANY & CO.
Ticker:             TIF                      CUSIP:       886547108
Meeting Date        5/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: WILLIAM A. SHUTZER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM R. CHANEY                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. THOMAS PRESBY                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLES K. MARQUIS                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SAMUEL L. HAYES III                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ABBY F. KOHNSTAMM                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROSE MARIE BRAVO                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES E. QUINN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL J. KOWALSKI                              ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF THE APPOINTMENT OF                           ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS OF THE
 COMPANY'S FISCAL 2004 FINANCIAL STATEMENTS.

----------------------------------------------------------------------------------------------------
Issuer:             UNITEDHEALTH GROUP INCORPORATED
Ticker:             UNH                      CUSIP:       91324P102
Meeting Date        5/12/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RICHARD T. BURKE                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONNA E. SHALALA                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM C. BALLARD, JR.                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN J. HEMSLEY                               ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS                 ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2004.

PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING EXPENSING OF              SHAREHOLDER        YES       FOR          AGAINST
 STOCK OPTIONS.

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING REPLACEMENT               SHAREHOLDER        YES       AGAINST      FOR
OF STOCK OPTIONS WITH RESTRICTED SHARES.

----------------------------------------------------------------------------------------------------
Issuer:             WELLPOINT HEALTH NETWORKS INC.
Ticker:             WLP                      CUSIP:       94973H108
Meeting Date        6/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



PROPOSAL #01: TO ADOPT THE AMENDED AND RESTATED AGREEMENT              ISSUER             YES       FOR          FOR
 AND PLAN OF MERGER, EFFECTIVE AS OF OCTOBER 26, 2003,
AMONG ANTHEM, ANTHEM HOLDING CORP AND WELLPOINT, AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER,
AS MORE FULLY DESCRIBED IN THE ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS.


----------------------------------------------------------------------------------------------------
Issuer:             YAHOO! INC.
Ticker:             YHOO                     CUSIP:       984332106
Meeting Date        5/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RONALD W. BURKLE                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT A. KOTICK                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ARTHUR H. KERN                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ERIC HIPPEAU                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GARY L. WILSON                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: TERRY S. SEMEL                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROY J. BOSTOCK                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JERRY YANG                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDWARD R. KOZEL                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: AMENDMENT OF THE AMENDED AND RESTATED 1996               ISSUER             YES       FOR          FOR
EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL #03: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       FOR          FOR
AUDITORS.

PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING EXPENSING OF              SHAREHOLDER        YES       FOR          AGAINST
 OPTIONS.

----------------------------------------------------------------------------------------------------
Issuer:             ZIMMER HOLDINGS, INC.
Ticker:             ZMH                      CUSIP:       98956P102
Meeting Date        8/21/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: THE ISSUANCE OF SHARES OF COMMON STOCK IN                ISSUER             YES       FOR          FOR
CONNECTION WITH THE EXCHANGE OFFERS FOR CENTERPULSE AG
AND INCENTIVE CAPITAL AG.

----------------------------------------------------------------------------------------------------
Issuer:             ZIMMER HOLDINGS, INC.
Ticker:             ZMH                      CUSIP:       98956P102
Meeting Date        5/10/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOHN L. MCGOLDRICK                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LARRY C. GLASSCOCK                               ISSUER             YES       FOR          FOR

PROPOSAL #02: STOCKHOLDER PROPOSAL RELATING TO POISON                  SHAREHOLDER        YES       FOR          AGAINST
PILLS.

PROPOSAL #03: STOCKHOLDER PROPOSAL RELATING TO AUDITOR                 SHAREHOLDER        YES       FOR          AGAINST
RATIFICATION.



                                                             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.


VANGUARD VARIABLE INSURANCE FUND


By:     /s/John J. Brennan
           (Heidi Stam)
           John J. Brennan*
           Chairman & Chief Executive Officer

Date:      August 30, 2004

           *  By Power of Attorney.  See File Number 2-57689, filed on December 26, 2002.
              Incorporated by reference.